Xtamers: Upgrade
by Count Dantes
Summary: Season 2 is e xtamers are back and now they have to cope with new mutants, upgrading powers, and a new mega-mutant that may be more powerful than any they've faced before.
1. Surge

Author's Notes: Welcome back to the next installment in the X-Tamers series _Upgrade_. I'd like to also give a heads up if you haven't noticed, my new profile name is Count Dantes. I hope you enjoy the story, and I hope if you do you'll leave a review.

Disclaimer: I don't own a Digimon series or X-Men…yet.

Upgrade – Surge

"Thank you for the ride Sensei," said Henry as he got out of the car. The tamers were back in Japan, both to visit their families and to pick up their latest recruit, Suzy Wong. Her powers had begun to recently activate and after several 'incidents' involving furniture in their home, it was decided that she should go with Henry to learn to control her powers.

"Just remember to bring your sister for training tomorrow," said Wolverine, releasing the trunk so Henry could get his bags, "We'll see just what she can do."

"I will. Bye guys," Henry waved a quick goodbye to the three other tamers, painfully aware of their missing member. The fact that they all got to see their families was saddened by the fact that Takato wasn't seeing his. They still had no word from the boy, not since he had disappeared several months ago. They had decided to visit his parents on the flight over, and were planning to do it the next day after training.

He rode the elevator up to his apartment, each _ding_ reminding him he was almost home. Finally the doors opened and he found the door to his apartment, knocking on the door. The door quickly opened and Henry found himself staring at his mother's face, her eyes red from crying.

"Mom, what happened?" he asked.

"It's Suzy, she's disappeared!"

While he waited for the other tamers to arrive, Henry's mother filled him in on what had happened. They had been waiting for Henry to come home when Suzy had gone to check her e-mail. When she didn't come back for an hour their dad went to check, and found the room like it was now.

The room was a small mess; items from the desk had been knocked to the floor and the monitor sat on its side, showing a continuous code of binary. The 1's and 0's multiplied continually, a seemingly chaotic pattern that had kept on going since Henry had entered the room. The only other clue to her disappearance was the open window, from which you could see ten stories down to the street.

He had spent his time scanning through the mysterious program on the computer, finding no clue as to why his sister had disappeared. All he had managed to find was a virus embedded in the program, it wouldn't seem relevant, but anything related to the message might be important at this point.

The X-Men finally managed to get to the apartment, and Henry filled them in before they took to the streets to find Suzy.

"That's all there was in the e-mail, a program and a virus," Henry said over the communicator. The tamers were trying to figure out what was going on, and four heads had a higher chance of figuring out what was happening.

"Well I'd guess her mutation advanced if she could get out through the window," said Rika, "I don't think any of Lopmon's abilities could have done it."

"Something in the e-mail must have caused it," said Henry, "I mean, we haven't advanced yet and our powers have been around longer. But why would a program make a person upgrade?"

"You said it was just multiplying data, right?" said Kenta, "Well maybe whoever sent it made it so she absorbed it, like how the Digimon did."

"That would take someone a lot of work to figure out," said Henry, "I don't know if Forge could do anything that advanced."

"Well it's the best idea so far," said Kazu, "It helps explain her powers upgrading too."

Henry's phone interrupted the conversation and he looked to see a number that he hadn't seen in almost a year.

"Mr. Yamaki?" he answered.

"Henry, we've got a problem here," said the man.

"We've got a big problem of our own honestly," Henry replied.

"I've heard," said Yamaki, "But they tie together. The HYPNOS security system detected an intruder half an hour ago. It's your sister, and she's heading for the Juggernaut core…"

Rika rushed into Henry's apartment and into Suzy's room while the other headed for HYPNOS. Being the fastest, she had been selected to get a copy of the mysterious program for Yamaki and meet them there. She got a cd from Henry's mother and began to download information onto it, though the file was so big now that it would never all fit.

"_Come on, come on_," she thought as a sample was uploading, the bar seeming to move slowly despite going up 1-percent every second.

Finally the upload finished and Rika teleported herself to the next rooftop, using this method to propel her toward HYPNOS and the rest of the team.

However, back at the apartment, the data pattern suddenly stopped. It began to delete itself, with the data in the center twisting itself into some kind of serpentine form. The process began to accelerate and at the last digit an image appeared on the screen. It seemed to burn itself into the screen for the few seconds it appeared, despite leaving no physical traces. Three red triangles joined by one in the center, the symbol of the Hazard.

"What are you kids involved with?" asked Wolverine as they rode the elevator down to the level of HYPNOS' computer core, the location of both the core of the Juggernaut program, and Henry's sister.

"Even you don't remember," said Yamaki, looking at the man, "And I thought your healing protected you against the Purge."

"How do you know…"

"I'm very good at my job," interrupted Yamaki. "We're nearing the floor, hold on." He grabbed the rail and the others did likewise, before the elevator screeched to a halt, nearly toppling them.

"I'd get that fixed," said Kazu as he straightened up.

"This floor is in lockdown," said Yamaki as the doors slid open, "That's designed as part of our defense system, not advanced, but it works well."

"I think the rest of your system needs work," said Wolverine as he looked at the hallway in front of them. Thick metal doors filled it, a great security feature except for the hole torn through each one as far as they could see.

"Scans have her nearing the last door," said Yamaki as he looked at the image on his palm-computer. "I'll program the security system to recognize you and start on an anti-virus." He moved into a side room and slipped behind a computer, getting immediately to work.

The X-Men moved down the hallway, the sound of clanging metal echoing around them. Finally the sound stopped and the sound of laser fire filled the air, the tamers immediately speeding up, no matter what happened, she could not get the Juggernaut program. The tamers had seen what it had done to the digimon, and they did not want to see what would happen to them if it was reactivated.

They finally made it through the last door in time to see Suzy slice through a security turret with one of the two axes she held. The girl was covered in a dark glow and her eyes were red, almost glowing in the dim light.

"Suzy!" shouted Henry, drawing the girl's attention. Her response was to hurl one of the axes at the group, which Kazu dove in front of, denting his metal armor and knocking the wind out of him. Suzy flipped toward the group and picked up the weapon, before swinging it in a wide arc…

"_What kind of program is this?_" thought Yamaki as he scanned through the file, waiting for the antivirus to finish uploading to disc. It was an almost impossibility, even for him, a program that produced data that was 'empty' for lack of a better term. It never completed producing the data, so it never managed to be anything other than just a continuous stream.

"Upload Complete." Flashed onto the screen and the man grabbed the new disk and headed toward the tamers, hoping they could keep Suzy busy long enough for this plan to work.

He made it to the core as Wolverine severed one of the coolant pipes around the room, hitting Suzy with a blast of high-pressure water and knocking her off the railing she was standing on. She simply bounced off the floor and went back into the battle, no acknowledgement in her empty eyes that she had just fallen almost two stories.

Yamaki rushed up the staircase to the walkway that surrounded the spherical core. He went to the access terminal and began to upload the antivirus, while working on some way to increase defense around the core. He couldn't activate the last defenses, they had been designed in the early days in case of Digimon attack in the core, powerful magnetic weaponry, and he wouldn't use them against children. He could only pray that the anti-virus would work.

There was nothing more he could do…

"Suzy, fight this," said Henry as he fired another near-miss at the girl. He couldn't bring himself to attack her head on, but he could at least draw her fire when he could.

"I don't think it's working," said Kazu, who was beginning to run out of steam, his armor dented all over.

"Back down!" came Yamaki's voice from the hallway, and he signaled for them to follow. Trusting the man the tamers did, and Wolverine followed, covering their backs. From behind them Suzy began to approach the core, and soon a bright light and a strangled yell came from the room.

"Suzy!"

They ran back to see that Suzy was on the floor, the dark glow around her gone. The antivirus had worked.

The X-Men decided it was best to get Suzy back to the Institute as soon as possible, so they left soon after the battle.

"You're going to love it at the Institute," said Henry, his sister almost asleep in the seat next to him. They had been flying for hours, and it was amazing she had stayed awake this long after all she had been through.

"We're nearing the Institute," said Wolverine, beginning to prepare the Blackbird to land, "Get ready to land."

"What's that light?" asked Suzy as she looked up toward the console. Wolverine looked and saw that the ramp to the Blackbird was now open. He ran a quick scan and discovered a short in the ramp controls, but no one on the jet except the X-Men. He put the jet on auto-pilot and stepped down to the hold, sniffing the air.

That was the first clue he had that something more than a glitch in the system had happened. He couldn't smell anything, not the oil in the Blackbird's system, not the other X-men, not even his own scent. He edged his way closer to the open ramp, the jet beginning to slow down as he did as it prepared to land. The control box cover was loose and he pried it open to find some of the wires stripped where something had been attached, creating the short. He turned check the security cameras last, he hadn't seen anything on the ride over, but why was now obvious. A small device had been plugged into the camera, probably feeding a loop since they had taken off.

Someone had come with them from Japan, someone smart, and someone who did not want to be found…


	2. A New Student

H

_Author's Notes:_ Welcome everyone to the newest chapter of _X-Tamers: Upgrade_. Sorry it was so long in updating, I dropped the ball, but I hope you enjoy.

As always, please leave a review if you read the story.

Disclaimer: I own neither X-men: Evolution, nor Digimon.

And now, along with thanks to a reviewer for pointing this out, let's start the show!

Cue cool theme song twice…

Vvvv

Upgrade – Prey

The mutant named Rika Nonaka was in Chemistry class, listening as Dr. McCoy explained what they would be doing during the lab period. She had to admit, the man was good at getting the students to work hard and enjoy their projects, though she did wish she could enjoy them as much as everyone else did. Instead, she had to spend part of the time babysitting her lab partner.

The blonde-haired boy was the X-men's second newest recruit after Suzy. The Professor had located him in a rural town, and though it had been difficult to get him to leave, he had quickly attached to the Institute. However there was one big issue with Ryu…the boy's memory was almost completely empty.

In fact, the problem first showed up when they went to offer him a chance to join the Xavier Institute. His caretakers, an elderly pastor and his wife, said that they had found the boy sleeping on the church steps one day with no clue of who he was beside his first name. The Professor rated it as one of the strangest things he had ever seen, and he and Professor Logan had taken an immediate interest when the boy first revealed his mutation. He was capable of turning his fingers into three metal claws made of the same material as Professor Logan's, along with a skeleton coated in the same material, and some enhanced senses as well. Once he joined them, the two spent a small portion of every evening with the boy trying to unlock some portion of his missing memory, with little success, other than his insistence that a friend was going to come pick him up sometime, and that bit of information seemed useless because he wouldn't even say who his 'friend' was.

Despite his memory problems, Ryu still had a sharp mind, but he could be a bit…naïve at times, and that is why Rika had to watch him. To keep him from accidently using his powers in class again, or blowing up the lab, whichever might happen first.

"…Now we'll be using this electromagnet to study the different metals' reactions." Rika just caught the last of the speech and raised her hand.

"Dr. McCoy?"

"Yes Rika?"

"Can I speak to you for a minute?"

"Sure thing," he said, "Class, I want everyone in full lab uniform when I get back." He then went with Rika out into the hallway and shut the door halfway.

"So what can I do for you?"

"Ryu and I can't due this experiment," she said, handing him a note. He skimmed through it quickly before nodding.

"Well, I've never seen a medical excuse for magnets before, but all the signatures look correct," he said, "You two can just write a report by tomorrow and hand it in."

"Thank you," she said, before they returned and she pulled the boy from the class. Professor Xavier had written the tamers excuses for such an instance after they had discovered their weakness on Asteroid M. As for Ryu, he had thought it wise for the boy to avoid all exposure to magnetics, or risk exposure when every magnet in the room tried to latch onto him.

"Where are we going?" asked the boy as he followed her.

"The library," she said, "We've got some papers to write."

Vvvv

"Today class," said the Mr. Willison, in his droning voice, "We'll be listening to _Adagio for Strings_. This is a piece by Samuel Barber from the Modern Era and…" Tabitha's mind chose this moment to zone out, guitar riffs playing in her memory.

She came back to focus when he flicked the lights out and began to play the song. It was strangely haunting, and it actually immediately caught her attention, unlike most of the music that Mr. Willison usually played. However, it seemed to be have different effects depending on who was listening.

Tabitha's began to look around the room, there were the usual suspects, some asleep, some listening and taking notes as if their life depended on it. However, she saw one student who was different. Tabitha didn't recognize her, but she definitely could see the light from the projector reflecting off the tears that were on her face. She watched as the girl touched her face, before she closed her eyes and bolted from the room, immediately drawing everyone's attention.

There was an awkward pause for a couple of seconds, with only the music playing as the class stared at the door.

"Um…can I be excused?" asked Tabitha.

"Go ahead," said the teacher, still shocked from what had just happened.

Tabitha exited the class and saw the girl disappear around a corner down the hall. Something was wrong with her, and Tabitha wanted to make sure she was okay. She seemed to be drawn to outcasts, maybe due to her own history if she thought about it, but she didn't have time for that right now, the girl was moving…fast.

Vvvv

Rika was not enjoying her trip to the water fountain. Since she had left the library for a drink she had nearly been knocked over by a girl running down the hall and successfully knocked down by the next one.

"Get off me Tabitha!" she said, pushing the girl to the side.

"What happened this time?" asked Rika when they managed to get up.

"I didn't do anything," she said, looking past her.

"That's what you said about the room," she replied, referencing the second and last time the girl had set off one of her "time-bombs" in the room they shared during her stay at the Institute. After the battle that occurred over it they had agreed that she wouldn't set off anymore in the room, and Rika wouldn't teleport her to the roof when she went to sleep.

"Look I didn't do anything," said Tabitha, "But I'm in kind of a hurry. Did you see a girl run past here?" Rika believed her, mostly due to the fact that there wasn't a fire alarm going off or anyone chasing the girl.

"Yeah, she went up the stairs," she said.

"Thanks Sequoia," she said, before running off.

Rika fumed silently as Tabitha left, she hated that nickname. Her code-name since joining the X-men was Sakuya, after her partner of course, but Tabitha purposefully screwed it up since the day she had heard it.

"Hey Rika," came Toad's voice, and she turned to see the boy sitting on top of a row of lockers.

"Todd," she said, "Why aren't you in class?"

"I could ask you the same thing," he said, before hopping down. "Can we talk?"

Vvvv

Tabitha had finally managed to track the mysterious girl to the roof of the school; just a door separated them now. She eased it open and saw that the girl had her back turned and was sobbing quietly. It was then that Tabitha finally got a good look at the girl she had been chasing.

Tabitha couldn't see her face, but her hair was dark brown and reached beneath her shoulders. Her attire was simple, a dark-green t-shirt and blue jeans, looking like they could have been bought anywhere. In fact, she seemed so plain that Tabitha wouldn't have noticed her walking down the hallway between classes; she hadn't noticed the girl before at least.

"Hey, are you alrigh…" started Tabitha, reaching for her shoulder. However before she could blink, the girl shot up and turned around.

"What are you doing up here?" she demanded, her brown eyes staring directly into Tabitha's.

"No need to have a heart attack," said Tabitha holding up her hands, "I was just making sure you were okay. You bolted out of class like your seat was on fire."

"You didn't have to," snapped the girl. "But…thank you," she added a few seconds later.

"No prob," said Tabitha, "So, do you have a name?" The girl was silent for a few seconds before answering.

"Laura," she said.

"Well I'll see you around some time Laura," said Tabitha, "I'm gonna get back to class before I get another detention." Trusting the girl was fine for now, Tabitha headed back downstairs, making a small mental note to talk to her again sometime.

Vvvv

Tabitha made her way through the school's double doors, immediately catching sight of three of the Brotherhood waiting by Lance's jeep. As she walked up she saw that Lance was nowhere to be seen, probably off talking to Kitty somewhere they couldn't see. They got a few minutes of laughs out of this, before she caught sight of the girl from earlier, Laura, sitting by the school's steps and watching as several students got into Scott's car and left.

"I'm gonna walk back today guys," said Tabitha as Laura got up and began to walk away by herself. She waved and ran to catch up to the girl, who turned when she got close, before turning back and continuing to walk.

"Hey, want some company?" asked Tabitha as she matched pace with the girl. However, all she managed to get for her trouble was silence.

"Did your dad forget to pick you up or something?" she joked, trying to get some kind of reaction. In that she succeeded. The girl stopped dead in her tracks, and Tabitha could almost feel the anger radiating off her.

"Oh...sorry," said Tabitha, "…My dad's not the best guy either."

The girl began to walk again, but she didn't answer; in fact, Tabitha got the distinct impression that she was being ignored.

"Fine, ignore me then," said Tabitha, "I'm just trying to be nice." She noticed as they continued walking that they had entered a park, and were moving further and further from the sounds of civilization. Finally, Laura stopped.

"Why?" she asked.

"What?"

"Why are you being nice to me!" the girl demanded, creating a silence as the birds were scared quiet.

"I…" said Tabitha, still shocked by the outburst, "I'm just trying to be nice. I've been kind of an outsider myself before."

The girl didn't respond, but began to walk again, seeming to be lost in thought. Finally Tabitha decided to try and break the silence again.

"So, where did you move from?" she asked, noticing as the girl's pace changed slightly, as if the question had caught her off-guard.

"What?"

"I haven't seen you in class before today?" Tabitha asked, "Where'd you move from?"

"Japan," answered the girl.

"Far out," said Tabitha, also glad to have gotten a response finally, "My roommate used to talk about it. The place seems cool." She suddenly remembered that the girl probably had no idea what she was saying.

"I used to live at this place called the Xavier Institute," she said, pointing in the general direction, "My roommate and a couple of her friends were from Japan. You might have seen them, the ones with the strange hair colors."

"I saw them," she said, her speech still sounding tight and guarded.

"You need to loosen up, chill a little," she said, grabbing her headphones, "Do you like rock?" Noting the look of confusion on her face, she handed the girl her headphones and pulled out her CD player. Before she could hit play however, she looked up and saw a familiar looking house.

"Wow, we got here fast," she said, seeing the jeep already parked in front of the Brotherhood Boarding House, "You wanna come inside?" Laura shook her head and made to leave.

"Wait!" said Tabitha, before handing her the CD player, "Just give it back by tomorrow." She watched the girl continue walking as she stood by the door, before disappearing inside as she went out of sight.

Vvvv

_Later that night…_

"Where's he going?"

"I don't know, but he's getting there fast."

Several of the X-men were suited up and in the van, following after Ryu. The boy had been in the middle of a session when he had bolted, straight out the window and off into the darkness. Professor Xavier had gotten Scott, Kitty, Kurt and Rogue and followed, while Wolverine followed on foot. He would have brought more, but Rika and her friends had come down with some kind of strange fever, and he wanted people at the Institute in case anything happened.

"The scent's still strong," said Wolverine through his com-link, "He's tracking something moving." Both he and the boy had picked up a scent through the open window and Wolverine believed that was what had sent him running. He seemed to be correct since they were still following it after ten minutes.

They finally reached the edge of the forest, and the boy disappeared into it. Wolverine heard a small _click_ before he followed him in and the next thing he knew he had lost the scent completely…

Vvvv

"Did you find anything?" Cyclops asked Wolverine.

"This," he said, holding up a small metal canister with a wire attached, "It's part of a tripwire he set off when he ran in here. Whatever this stuff is, it's the second time it's gotten me." He pocketed the canister, determined to have it studied at the Institute; the next time he ran into this stuff, he would be ready for it.

"Anyone else having any luck?" Cyclops asked.

"Nothing," came three replies through the com-link.

"Okay, meet back here and we'll see if we can figure out where he's going."

"Any luck Professor?" The young man asked as he waited by the van for the others.

"A little," said the older man, "It's hard to make sense of it though. Ryu doesn't have the slightest idea where he's going."

"I have an idea," said Cyclops, activating the GPS system. He scanned the map for a moment before speaking again.

"There's a scrapyard a couple miles north of here," he said, "We can start searching there."

Vvvv

Ryu found himself surrounded by old cars and the smell of oil and burning metal. He had followed her all the way here, and the chase was finally over. He transformed his hands quickly, the metal-laced claws at the ready, before a black form darted out of the shadows.

He lifted up a clawed hand and they struck with something equally strong, producing sparks as the metal connected. The figure flipped backward and struck again, but Ryu used his claws to grab the metal blades and hold tight, letting go to avoid being sliced by a kick from the figure's bladed boot.

His opponent still didn't let up though, continuing the barrage until finally he felt his legs get swept out from under him. He felt panic grip him as light reflected off her claws…

Vvvv

The X-men reached the scrapyard in time for the sound of crashing metal to reach their ears. They moved quickly toward the sound, in time to see a sight they wouldn't soon forget.

There was a battle going on between a black-suited figure, their face hidden by a mask, and…some kind of dinosaur. It was a large, black reptile with wild blonde hair and three metal claws, looking very similar to their teammate's.

"There's our man," said Wolverine, pointing to the reptile.

"You mean that thing is Ryu?" exclaimed Kurt.

"I guess his mutation goes a lot further than we thought," said Cyclops, "But we've got to help whoever he's fighting before he hurts them." As he said this the figure leapt up, and there was a small flash, before a pile of stacked cars fell onto the reptilian-mutant.

"Are you sure they're the one who needs help?" asked Rogue.

"Okay, circle around quietly and we'll close in," said Scott, "We'll see who he's been following."

The X-men moved through the darkness as the figure sat down, their friend remaining beneath the metal. As they began to close in the figure remained still, until the X-men could see the mask concealing their face. Finally, they were within arm's reach.

"Who are you?" asked Cyclops.

The figure's response was to move, fast as lightning, and throw a black substance onto his visor, blocking his sight. They then leapt up and dodged Nightcrawler's leap, sending him through Kitty as she phased out of the way. Rogue came from behind and managed to touch a small portion of exposed skin beneath their mask. However, the figure grabbed her hand and took advantage of the shock to flip her, before dodging Wolverine's bear hug.

"Shadowcat, go after Warhead," said Cyclops as he blasted the black substance off his visor. The girl disappeared beneath the pile of cars that buried their teammate as Nightcrawler grabbed Cyclops' hand and they teleported to try and get a sneak attack on their opponent.

Wolverine moved behind the figure as Rogue took the front, Cyclops lining up his shot from the shadows. Shadowcat then appeared from the rubble as Warhead burst from underneath it.

The figure looked around and reached into their pocket, before throwing down several objects. They burst with a flash of light when they hit the ground, the brightness temporarily blinding the X-men. They braced themselves for a possible sneak attack, but when they could finally see again the figure was gone; they were alone in the darkness.

Vvvv

_End of Chapter..._

As always, please read and review.


	3. Virus

H

_Author's Notes_: Hey everyone, so a heads up on what's going on. I'm sorry I haven't updated in so long, but I've been both dealing with issues and busy with college, I will now try to update regularly though. If you are wondering what happened to the most recent chapters of this story, I felt really disappointed and have decided to rework things, hopefully this will produce a story you will all enjoy. I will be releasing three chapters this week, so I hope you enjoy.

_Disclaimer_: I own neither Digimon nor X-men: Evolution. I do the original character in this chapter though. All original ideas and characters are the ownership of the author.

*The original concept of this idea was inspired by another fic by GeminiStar01. Giving a heads up.

*Now, cue the cool theme song…

Upgrade – Virus

"The scan'll be done in a minute Suzy."

She had been in the device for nearly an hour, the constant feeling of static electricity getting more annoying every second, but she continued to lie still. She had to…

Suzy was the only one of the tamers that hadn't gotten sick. Henry, Rika, and the others had woken up in the morning with a fever and been getting worse for hours. She knew Henry had been feeling bad the night before, but he hadn't acted like it was anything this big.

She had been staying with them, but the tamers had sent her to get Forge as soon as an attempted phone call had nearly wiped the data off Henry's cell phone. She did what they told her, telling the boy everything she knew about the Digital World hoping that he could figure out why they were sick and how to fix it.

"I think I may have figured out what makes you immune," said Forge as the scan ended. She hopped off the table and moved next to him to look at the screen. The mass of 1's and 0's made no sense to her, but that didn't seem to slow the genius down as he explained about 'variations in code' and 'empty data'. The only thing he said that she understood was the fact that her powers were equal to Antyramon's and that was a key to something.

"I should be able to make something to reverse this," said the boy, when he finally noticed how lost she was. He grabbed a sheet of paper and began to draw on it, "You should go back with the others."

"How long will it take?" asked Suzy. Henry was up there, and besides, if the tamers knew how long it might make them fight a little harder against the sickness.

"It depends," said Forge as he continued to work, "At least a couple days…unless…" The boy seemed to suddenly have an idea.

"Unless what?"

"When you go back up can you see if the others are still here?" he asked, "If they are I need you to send Rogue down."

"Okay," she said.

"Then this may only take a day," he said, "But I may be able to speed up the programming aspect by…"

Suzy took that as a cue to leave as the boy went back to work.

"Tell Henry he still needs to teach me how to play Go!" Forge shouted after her, maybe trying in his own way to give her brother some hope.

Vvvv

_The Next Day…_

Tabitha had just 'gotten into her locker', which tended to mean she had forgotten the combination and instead stuck one of her 'time-bombs' in the lock. For some reason she found that easier than just writing down the code. She rifled through before grabbing her math book and slamming the door shut, jumping as she found someone standing next to her.

"Oh, hi Laura," she said, recognizing the girl, "What's up?"

"Here's your cd player Tabitha," she said, handing it back to her.

"Thanks…Wait, how'd you know my name?" asked Tabitha, remembering she hadn't said it yesterday.

"It was on the back," said Laura, pointing to the device before turning and starting to walk away.

"Hey wait," said Tabitha as she followed, walking with the girl, "So did you like the music?"

"Not entirely," she said guardedly.

"Don't tell me you just like that old stuff like in class," Tabitha joked, before she noticed a slight change in the girl's expression.

"Well I know someone who probably has lots of that stuff," said Tabitha, "We can head over to the Institute after school and see if he'll loan you any. Plus there's some people you might like to meet, Rogue's one, I'll try to introduce you at lunch."

Vvvv

Rogue, wasn't at school that day, she and Ryu were both at the Institute, in the lower facility some of the new recruits had taken to calling the 'X-Cave.' The boy was training with Wolverine in the Danger Room; the Professor wanted to make sure his powers were under control before he returned to school.

Rogue and Forge were in the lab situated above them, working on a way to heal Rika and the others. Forge had Rogue absorb some of his power, enabling the two to work faster than if he was alone, and to notice problems quicker. Already the four machines were three-quarters complete, most of the work remaining was going to be programming them and figuring out a way to get the others down to the machines so they could work.

Rogue completed a wire circuit before taking a break, moving to the glass to watch the battle going on below. Wolverine had Ryu, or Warhead as he was codenamed, facing off against the rust-red robots they used to train against moving opponents. He was in his reptilian form, but he was too focused on the robots, not noticing as twin cannons emerged from the walls behind him and took aim.

"Watch your back Flare," Rogue said, finding that she holding in the intercom button. However, Ryu didn't turn to face the cannons, or even attack the robots; he simply stared up at the lab. The cannons fired, the harmless paint pellets hitting him in the back.

"Let's try not to get any interference," Wolverine growled through his communicator, his voice filling the room.

"What was the deal with that?" asked Forge.

"I don't know," said Rogue, holding her head, "I've been feeling weird since last night." That was true; since when did she call Ryu 'Flare'? In fact, why was she so worried about a simulation that she had to warn him? It was just some strange instinct.

"I'm gonna get some field exercises ready for Lizard-boy," came Wolverine's voice again through the communicator, "Try not to wreck the place by tonight." He and Ryu disappeared through the exit, leaving Rogue and Forge to their work again.

Vvvv

_Later That Day…_

"Tabitha, welcome back," said Professor Xavier as the girl walked into his office.

"Hey Professor," she said, sitting down in one of the chairs across the desk from him.

"And where is your guest?" he asked. For the protection of the mutants at the Institute everyone had to give advanced warning if they were bringing an outsider in; that gave enough time to make sure everyone knew to avoid using their powers during that time. However, that didn't guarantee that they would remove all chances of their secret being revealed, after all many of the students were young and any one of them could make mistakes.

"She's up in my old room," said Tabitha, "I don't think she'll cause any trouble since Rika's not in there."

"You've heard about Rika's illness?" he asked.

"Yeah, Toad'll be calling you anytime to know if he can see her," she said.

"It's good that she and Mr. Tolanski are bonding," said the Professor, before moving a box across the desk, "And here's the music you requested."

"Thanks," she said, taking the box from him.

"I didn't know you enjoyed Bach," he said, before the confused look on her face made him lose a little faith in the school system, "…Just remember you're taking responsibility for these."

"Actually these are for my friend," she said, pausing for a moment, "Which is another thing I needed to talk to you about."

"Yes."

"It's the girl, Laura," she said, "I think she might be having some kind of trouble."

"What makes you think that?" he asked.

"Well," said Tabitha, before beginning to explain the whole situation to him, starting with the day before…

Vvvv

The girl in question was not in Tabitha's old room, she was stalking the hallways of the mansion, following the scent she had memorized after their escape from the labs. Laura knew 'Ryu' would be able to tell she was coming; if he was paying attention that was, the mind-wipe had made him absent-minded and that could be dangerous.

She finally located a room that had the most of his scent emanating from it, opening the door quietly. It was a bedroom, empty except for the occupants' furniture and belongings. She made her way in, noticing a small ice sculpture of a hawk on one of the dressers.

She saw a picture next to it, a brown-haired boy and his family, they were smiling. She gripped the picture frame tightly, anger bubbling inside, before replacing it and continuing into the room. His bed was closest to the window, not a very good idea security-wise, but maybe it was the only one left. She made her way to the window, looking out to see the mansion's grounds were empty except for him.

She jumped from the window to a nearby tree, making her way closer until dropping down behind him, causing Ryu to jump. The blonde-haired boy spun around, his reptilian nature emerging quickly in defense. His mutation was why she had given him the name Ryu.

"What are you doing here?" he asked, his golden eyes locked with her own.

"I have a reason to be here," she said, "Meanwhile you haven't been getting any more alert." The boy seemed to ignore her accusation, before asking a question of his own.

"Why did you attack me?!" Ryu asked loudly enough that she quickly looked around, expecting someone to hear it. "I waited and you attacked me." She hauled back and punched him, knocking the boy to the ground.

"I tested you," hissed Laura, "You've been with these people for months. How well did they train you? You didn't notice me sneaking up on you, what happens if they come here?! You'd be back in the cells before you knew it."

"These people are my friends," he said, getting up and raising his voice, "And they train me so that I can be something real, no more being afraid of my own shadow, no more hiding."

The depth of that answer actually caught Laura off guard for a moment.

"Don't you get it? You…have…to…survive," she said almost exasperated, trying to keep a pleading tone out of her voice. She held her head in her hands before hearing a voice behind her.

"Laura!" came Tabitha's voice from across the yard, before she made her way over, "Hey Ryu."

"Laura what's wrong?" Tabitha asked when she saw the girl holding her head.

"I'll be fine," she answered, "Let's just go." She had to think, maybe the music would help her see things better, let her see why he could trust. She would have to split ways with Tabitha as soon as possible, get back to her 'home'.

Vvvv

_That Night…_

The tamers were in special containment pods as they were brought to the lab, which kept them from absorbing data from any of the equipment. Forge carefully attached each pod to a machine and began the activation process, the cover sealing and blocking them from sight.

"Okay guys," said Forge, a microphone transferring his voice into pods, "So I'm theorizing that this problem is something like this 'digivolving' Suzy was telling me about. Your bodies want to change, but there's not enough data for them to. The system will feed you as much data as you'll take in, which should stop the side-effects you've been feeling.

"I also added a simulator program into each so you will get a chance to test your new powers. I'm cutting off communication now, so see you when you're through."

Meanwhile Suzy had added a small touch of her own. On top of each tamer's pod she had placed their D-Arc and a card of their partner.

"_Get better Henry, everyone,_" she thought.

Vvvv

Henry opened his eyes and found himself levitating in darkness. Slowly streams of gray light emerged from around him and began to flow into his body; he guessed it was Forge's program. As his body absorbed the data, he slowly felt the sickness begin to wear off, his mind growing clearer every second.

The process took probably five minutes, but as the last data disappeared he felt amazing. It suddenly felt as if gravity began to kick in and soon Henry found himself on 'solid' ground. He looked down at his hands with amazement, there were no more green markings; the process had somehow stopped the most obvious feature of his mutation.

"_Now Forge said something about a simulator_," said Henry, ready to try his new powers out. The area around him began to resolve into a green, glowing grid, stretching above and below him for probably a mile. In the distance there was a flash and a green blur shot forward, settling in front of him and resolving to be a familiar figure.

"Rapidmon…"

The mechanized rabbit hovered off the ground, his green armor rough and covered with dents and scratches. In short, it looked like he had been through a war.

"Rapidmon, is that you?" said Henry, tears almost in his eyes.

The rabbit digimon lifted his arms and revealed two missiles prepped to launch. Henry dodged backward, remembering what Forge had said about a simulation, before raising his hand to fire a shot back. Only, nothing happened, forcing him to dodge another silent round of _Rapid Fire_.

"Come on!" said Henry, trying to make something happen. Finally he clenched his fist and a green pattern covered his arm, before metal armor matching it appeared. He tightened both his fists and the armor covered his whole body, before he batted a missile away, his armor taking the brunt of the hit as he was knocked to the side.

"_This takes care of defense,_" thought Henry as he got up, but he still didn't have a way to fight back…

Vvvv

Meanwhile, Rika was trying to battle a Taomon. Trying because she couldn't find a way through the digimon's shield. She crossed her arms and sent two blades of pink energy at the digimon, which missed, impacting the yellow grid below with a small explosion.

"_Why pink_," she thought as she dodged a blast of light, "_Yellow's fine. Diamonds are fine. Why pink though?!_"

She teleported out of the way of another blast and sent another pair of blades back, the pair coming closer to impacting the shield, before Taomon launched another burst of light.

Vvvv

"_That was close_," thought Kazu as he had managed to duck to avoid getting hit by a passing _Gatling Missile_. His body was now covered in silver armor, though he didn't want to test its strength by getting hit. He had been dodging, but he had yet to find a way to get close enough to fight back. As he tried to figure out some way to fight, the boy felt a slight charge in his arm and his mind began to work on an idea.

"_Think like Andromon_," he thought, before smiling.

"How about a little lightning blade!" he said, sending a blade of blue energy from his black-armored hand, the Andromon dodging to the side before sending back a _Lightning Blade_ of his own.

Vvvv

"Why me?!" said Kenta as he continued to run, dodging a blast of high pressure water. He had thought it would be an easy task to learn to use his powers when a MarineAngemon had shown up, after all the little digimon wasn't the best fighter. However the pink creature was now riding on the head of a Plesiomon who had arrived a few seconds later, and Kenta was running to avoid being hit by much stronger attacks.

The dinosaur fired another high pressure blast and Kenta tripped, throwing his arms over his head to protect it, what little good that might do. However the attack never reached him and he looked up to see a blue shield above him, blocking the attack.

"_That's new_," he thought with a laugh, "_Now let's see what I can send back_."

He threw his arm forward, watching as it glowed and…nothing happened.

"_You've got to be kidding me…_" He thought, before a blast of water fired at him again.

Vvvv

Henry flipped backward, dodging another _Rapid Fire_ before unleash a small barrage of green bolts. The energy had seemed to bring him equal to MegaGargomon, including the multitude of attack possibilities.

The Rapidmon dodged the blast with his superior speed, hovering in midair as they exploded on the grid beneath.

The digimon then looked at him and paused, as if he wanted to say something. Suddenly he flew away, disappearing in a burst of light similar to the one that he had appeared in.

Henry was then almost blinded by another flash…

Vvvv

Rika meanwhile was fighting well, at least well enough for the Taomon to seem to be fighting at a high level. They bounce around the yellow grid, dodging and returning fire, Taomon having the advantage of shields and Rika with the ability to teleport.

"Here we go," said Rika. She fired a blade and teleported, repeating the effort until the air was filled with pink energy. She watched as Taomon sent up several blasts of her own before making a dash through the path she had created. Rika collapsed to the ground; that attack had taken a lot of energy.

Taomon looked at her, nodding an approval, before vanishing in a burst of light.

Vvvv

Kazu meanwhile was in a test of strength with Andromon, the two's metal armor groaning as they struggled. He looked forward and watched as Andromon's chest armor opened, revealing the two missiles inside.

"_Oh no_," thought Kazu, before he decided to use his head. He ducked and head-butted upward, slamming the armor closed. Andromon froze and deactivated the missiles, before releasing his grip. He backed up a few steps and bowed slightly, vanishing in a flash.

Vvvv

"Can't hit me!" Kazu taunted before shielding himself from the blast of water that came in reply.

"Pipiu!" Kazu heard, before he was surrounded by a pink bubble.

"No fair, I thought I was fighting him!" he said, turning to see MarineAngemon behind him. The small digimon laughed slightly before the bubble burst.

Plesiomon then vanished in a flash of light, and MarineAngemon waved at him, before he vanished as well.

Vvvv

The tamers emerged from the pod openings breathing deeply. Henry had a bit more trouble than the others as his sister was wrapped around his stomach.

"Suzy…" he gasped, "I'm…okay…" She let go and helped him out of the machine.

"I ran some tests while you were under," said Forge, "Everything worked like a charm. You shouldn't catch…whatever you had, again."

"You're a miracle worker man," said Kazu, stretching his arms above his head.

"Yeah, I'm sorry the simulator didn't work though. I guess you'll have to train with Wolverine," said the boy before picking up their D-Arcs, his mind already working again, "I'd really like to get a look at these though."

"The simulator worked…" said Rika unsurely.

"Oh, than it must have been an error on my end," said Forge, glancing at the computer before returning his attention to the D-Arc.

"It was kind of cool how you designed the system with our partners," said Kazu, before Forge stopped and focused in on him.

"…That was not me," he said, noting their expressions, "Seriously; I didn't have enough time for anything like that. I just made it to be target practice with some triangles."

"Then that means…"

The tamers had a million questions floating through their heads: 'If that wasn't a simulation, what was it?' 'And if those were their partners, why didn't they say a word to them the entire time?'

"Oh man!" cried Forge, and the tamers turned to see the boy was hunched over the computer as colors flashed across its screen.

"What's wrong?" asked Henry before the colors stopped.

"The system's gone," said Forge, trying to get some reaction, "It's just gone. The Upgrade program, everything."

The tamers looked at one another. Whatever had happened, it seemed they were not going to get any answers tonight.

Vvvv

Rogue collapsed on her bed with an intense headache. She had taken some sleeping pills, but it was usually only this bad after she absorbed too many powers in a short amount of time. But the only powers she had taken were…she thought back…

"_There was Forge,_" she thought, "_Cyclops in training yesterday…and that…other mutant. The one from the junkyard!_" She felt the sleeping pills kick in as she tried to remember the fight. Maybe she could access those memories, find out why they were causing her this much stress. But the medicine soon reduced everything to a haze. She caught glimpses of a white room, two bloody microchips falling to the ground, and past them…something she couldn't reach.

Before she could try to think on it more, the sleeping pills fully kicked in and she fell into a deep sleep.

Vvvv

_End of Chapter._

_What happened to the tamers? And just who is Ryu and what does Laura know about his past? To get closer to the answer, tune in to the next chapter of X-Tamers: Upgrade._

_Please Read and Review everyone._


	4. A Break in the System

Author's Notes: Hi guys, and welcome to chapter four of X-Tamers: Upgrade. This chapter will be the last before leading up to the Impulse Arc, so enjoy.

Disclaimer: I own neither Digimon, nor X-Men: Evolution. I do own the original characters in this story.

Now cue the cool theme music.

Vvvv

Upgrade: A Break in the System

Henry watched the sprinklers come on across the mansion's lawn. He eyes returned to his arm, occasionally shifting it into its armored form; Arsenal, they called him now. In the weeks since he had gained the power, he thought of Terriermon even more; and of Takato.

He had heard nothing from his friend since he had left the summer before, and that worried him. They were only teenagers and the fact that the Professor hadn't been able to locate him using Cerebro made him even more worried. The Professor tried to keep them all calm, people could avoid being detected if they really wanted to, but it was hard on him as well.

Henry looked across the grounds again, catching a glimpse of someone leaping over the fence and into the trees.

Rika. She had been disappearing occasionally after school for the past few weeks, not coming home again till late in the evening. Henry had asked, but the girl refused to say where she was going.

He decided to give Forge a call, to see if he had managed to recover anything from the Upgrade system. He shut the balcony doors and fell back into his desk chair, grabbing his cell phone.

Vvvv

"Kitty will you get out of the bathroom!" shouted Rogue, pounding on the door.

"Rogue, what're you doing?" asked a voice behind her.

"Kitty's been in the bathroom for half-an-hour!" she said, before pounding on the door again.

"…I'm right here," said the voice, and Rogue turned to see that the girl was in fact standing right behind her.

"I'm confused."

"Why?"

"No one else take this long."

"Hey!"

At that moment, the door clicked open and Rika walked out…at least it sort of looked like Rika. The girl in front of them had the same orange hair, but it was straightened and ran halfway down her back, and was wearing a…dress. No matter the appearance, this was not their teammate.

"Sorry I took so long," said the girl in a soft voice, running a hand through her hair, "This took a while."

"Uhh…" Neither of them knew what to say…did the Institute have a new student...

"Oh man," said the girl when she saw the clock on the wall, "I'm gonna be late for my first day!" She rushed off without another word, leaving Rogue and Kitty in a state of shock.

Vvvv

"So who's the new girl?" asked Rogue from the back seat of the convertible.

"What?!" yelled Scott over the wind.

"Who's the new girl?!"

"Oh!" said Scott. "Didn't know we had one!"

"Yeah, we ran into her this morning!" yelled Kitty.

"You'd have to ask the Professor!" he said, before turning to Jean, "It wouldn't be the first time we've had a late-night arrival."

Vvvv

"Ruki," said the orange-haired girl exasperatedly, "Ruki Orikasa."

"I'm sorry," said the secretary, "We have no transfer papers for you."

"_Man, this is getting old_," thought a man sitting in one of the office's chairs, "_I wonder if the readers are bored yet?_"

"Cheryl what's going on out here?"

"Oh Principal Kelly," said the secretary, as the man stuck his head out of his office, "This girl says she's new at the Xavier Institute, but they haven't sent any paperwork."

"You know how that place is," said Principal Kelly, "Students in all the time. Just make up a schedule, they'll send the paperwork eventually."

"Right," said the woman with a sigh, printing a paper and handing it to her, "You can adjust it during study hall."

"Thank you," Ruki said.

"Oh Mr. Wilson," the woman said to the man who had been sitting there, "Will you please show her to her first class."

"Fine," he said, "_Man substitute teachers have it hard. First they have me teaching, then they say I can't bring in any swords. I was just sharpening them during study hall..._ _I can't wait till this assignment's over; then it's back to hot wings, cable tv, and my new video game_."

Vvvv

"Thanks for showing me around," Ruki said.

"No problem," said Kurt, leaning against the locker next to her, "I still can't believe the Institute got a new student and no one told."

"It's fine," she said as they started down the hall, "But I don't think Rogue likes me."

"That's just because you took longer than Kitty in the bathroom this morning," he said with a laugh, "She'll varm up."

"I hope so…" said the girl, before she stumbled and Kurt grabbed her arm. However, her arm tensed up and Kurt heard a different voice.

"Kurt," said the girl and he suddenly found different eyes looking into his own, "…Why are you holding my arm…"

"…Rika…" said Kurt, before she looked down…

"Why am I wearing a dress!" she yelled, drawing every student in the hallway's attention. She glanced around, turning red before running down the hallway toward the bathroom.

"Rika, come back!" yelled Kurt, before spotting some of the others, "Rogue! Henry!"

"What's going on?" asked Henry, looking toward the direction Rika had run.

"Don't ask me how," he said, "but the new girl, Rika, they're the same person!"

"What?" asked Henry.

"I don't know!" said Kurt, before turning to Rogue, "See if you can talk to her."

"I'll give it a try," said Rogue, before disappearing down the hall.

Vvvv

"Rika?" asked Rogue, stepping into the bathroom.

"Go away!" came Rika's voice.

"What's going on?" said Rogue, leaning against the wall. "Look," she said, getting no response she continued, "I'm not some stranger to weird stuff. We want to help you. Now what's going on?"

"I don't know," said Rika, "For the past three days I keep having these little blackouts and then this stuff happens." She waved an arm over her dress to illustrate. "I come to this morning and someone ran my hair through a straightener. I mean, what have I been doing?!"

"Why haven't we noticed?" asked Rogue.

"I've been out a lot," she said, holding her head, "I don't know…But they keep lasting longer. I mean this last one was for hours. What was I doing?"

"You were acting like someone else," said Rogue, "Everyone thought you were a new student or something. I mean you even had a different name."

"Oh man," she said, "What was that, Annie Summers?"

"It was Ruki, I think," she said, "Ruki Orikasa…" The look in Rika's eye had changed, become softer and full of confusion.

"What am I doing in here; where'd Kurt go?"

"_Oh man_," thought Rogue, this might get difficult.

Vvvv

Henry and Kurt were waiting in the hallway, when the sound of students whispering caught their attention.

"Ve have trouble," said Kurt, looking over Henry's shoulder.

Walking down the hallway was a man in a brown suit that barely covered his muscular frame. His long hair was pulled back into a ponytail, and the look on his face made it clear that if any of the students got in his way, he would have no problem with knocking them over. Despite his "cleaned up" appearance though, the two could recognize him from a mile away…

Sabertooth.

"Vat's he doing here?" asked Kurt, leaning against the locker. There was no point in hiding, since he would be able to smell them anyway.

"I don't know," said Henry, "But we can't fight him right now, there are too many people around."

"Vell vat do ve do?"

"We wait," said Henry as the man nodded at them both, before leaning against the wall next to them, flexing his clawed hands.

Suddenly, a commotion from the bathroom drew their attention.

"Get away from me!" Rika came running out of the bathroom and stared at the two, before she spotted the man, and her expression changed.

"Mr. Creed!" she said, wrapping her arms around him, causing Henry and Kurt to stand frozen in shock.

"Something's happened," she said to the man, "Something's wrong with me."

"I know," said the man, in a soft tone they didn't think he was capable of.

"I have to get out of here," said 'Ruki,' "I'm scared."

"I know someone who can help with that," said the man, "That's why I'm here."

"She isn't going anywhere with you!" said Henry.

"Will you people just leave me alone!" said the girl.

"That's the problem with you X-men," said Sabertooth, "You could try to stop me, but you won't, not here." Henry looked around at the students still in the hallway; they couldn't use their powers in public.

"Tell Logan I'll be seeing him real soon," said the man, before he placed a hand on the girl's shoulder and began to walk out of the school.

"I'll tell the others," said Henry, "You follow him."

"Right," said Kurt, running after them. Henry sent out a panic message through his communicator, before he remembered that Rogue still hadn't come out yet.

"Rogue," he said, opening the door slightly, "Rogue!" The girl was sitting on the floor, holding her head.

"I'm…I'm fine," she said, holding her head, "Where's Rika?"

"Sabertooth took her," said Henry, helping the girl to her feet, "I guess Magneto's back."

"Henry, something is seriously wrong here," said Rogue.

"What?"

"She switched personalities again and I tried to calm her down. Then her eyes started glowing and our communicators, phones, everything started going off."

"That's not Rika's ability," said Henry.

"I know," said Rogue, "She freaked out, knocked me over, and bolted. It was like she was seeing her powers for the first time."

"Well that's one part of the mystery solved," said Henry, remembering the panic in her voice, when she had told 'Mr. Creed' about her problem. But if this girl wasn't Rika, and even had a different set of powers, who was she; and what exactly was going on?

Vvvv

Several X-men had packed into Scott's car while the rest stayed on standby at the school. The only one who hadn't shown up was Ryu, and no one seemed to have a clue where he was. Of course, that could be expected occasionally, but he would usually show up for an emergency like this.

"I still can't figure out why Rika would go with Sabertooth," said Scott.

"'Rika,' didn't," said Henry, "The 'other' personality did. She acted like she knew him."

"Rika said this started happening a few days ago," said Rogue, "How could she get to know him in that short a time?"

"I don't know," said Henry, "But the Professor's going to want to see Rika as soon as this is over."

The Professor currently was using Cerebro to try and locate Rika and Sabertooth, but he hadn't responded back with any information.

Vvvv

In the Institute, the lower facility was eerily quiet, except for the sound of circuitry sparking. Something had been shoved through the door control to Cerebro, sealing the room shut and preventing the Professor from getting out.

Inside the Institute's central database a figure stood alone in the darkness, warming up the main computer. They placed a hand on the mainframe and information began to rapidly fill the screen at blinding speed. The computer was the most powerful one he had access to, the only one that could allow him to crack through a security mainframe half the world away. Red eyes scanned the information displayed quickly, before selecting and breaking through the security to reveal: HYPNOS Program – Level 5 Clearance Accepted.

"_Good_," thought the figure, "_Now if that…Magneto…can keep them busy a few more seconds_."

It had been simple to send a corrupting file to the girl, just as he had done to the other one. This time it happened to awake some hidden memories, the connection to Magneto's accomplice had made creating a distraction far too easy.

The files on screen shifted quickly, accessing the available data from four years before, but he could feel the system try to prevent his efforts. They were too simple. Already he had reached close enough for the data he was looking for recognize him; it tore through the security measures like they were paper and the screen emptied, displaying blackness and a glowing red symbol…three triangles surrounding a fourth one. This symbol soon covered every computer screen in the room, casting it in an eerie light.

The symbols began to flash as the figure uploaded the data.

"_More_," as the data flowed into the figure, changing him. "_Soon I will have my true form back._"

Suddenly, the image on screen was replaced with another one. It was a monkey, waving a finger at the screen like it was scolding a small child. Then the entire system shut down around him. The figure tried to reactivate the computer, but the entire power supply had been severed by an outside source.

The figure let out a roar and smashed a fist through the screen, breathing heavily as he pulled it back. The arm wasn't injured, now covered with thick armor, a "y"-shaped blade emerging from it.

"_Interesting_," said the figure, as he looked himself over. The only light in the room was now provided by the glowing red symbols on his shoulders, the light reflecting dully on the blades.

Vvvv

"What is that?" asked Ruki, looking at the massive machine in the center of the warehouse.

"That is what we came for," said Sabertooth, before a man in red armor appeared, sitting down across from them.

"Good work Sabertooth," said the man, "You may go now." Sabertooth growled slightly before disappearing into a different area of the warehouse, already undoing his tie.

"Who are you?" asked the girl.

"You may call me Magneto," he said, seeming to watch for a reaction.

"…Mr. Creed said you could help me," she said.

"What seems to be wrong?" he asked.

She looked around for a second before reaching in her pocket and pulling out a cell phone. She opened it and her voice emerged from its speakers.

"What is this?" she said, her fear audible.

"That is your gift," said Magneto, holding out his hand and causing the phone to levitate toward him, "The power to protect yourself; to excel far past those around you."

"You can do it too?"

"As can Mr. Creed, as can your father," said Magneto, "Both powerful, just like you could be."

"Father?" said Ruki.

"Yes," said Magneto, "Sabertooth told me about his time working for him and about all his dreams for you and your abilities."

"He knew about this?" said Ruki.

"Oh yes," he said, "Your abilities manifested very young. But then they made you forget. Made you forget it all. What you did just now is only a fraction of your power. I'm going to help you reach its peak."

"What do I do?"

"Concentrate," he said, dialing a number and handing her the phone, "Tell me what you see."

She closed her eyes and held the phone tightly. Her vision was filled with glowing numbers, forming pathways that she could navigate with ease. Unsure how she was doing it, Ruki found her way to the information. When she opened her eyes again, they were glowing.

"The phone you're calling is a pay phone at a gas station in Vermont," she said.

"Good," said Magneto, "However I've heard you're capable of far more than this."

"I don't know how," she said, "I don't know how I even did that."

"That is where I can help," he said, emphasizing the large machine, "My enhancer will help you to reach your full potential."

"What do I do?" she said, looking at the massive enhancer.

"Simply step inside." A large door on the machine opened, exposing a blue light inside.

"Is it safe?" asked Ruki.

"It is," said Magneto. "In fact it will do far more than boost your abilities. It will clear your mind and enable you to see things as you will need to in order to survive."

She stepped nervously into the machine and the door closed, the enhancer whirring as it powered up.

"There is a battle coming," said Magneto, "And with your abilities, we will be one step closer to victory…"

Vvvv

"Nightcrawler, you get her out of there," said Cyclops, from the team's vantage point, "Jean, you circle around with Arsenal, Spike and I will take the front.

"Right," they said, before a crate flew at their location and the group dove to the ground to avoid being hit. There was a roar and Sabertooth rushed at them out of the dark, knocking Spike to the ground.

"Kurt, go!" shouted Cyclops, before a metal beam crashed into the blue mutant from the side, knocking him out cold.

"You will not interfere this time!" said Magneto, raising his hands. Metal cables and beam from the roof came down at the X-men and they had to move quickly to dodge or blast them out of the way.

Spike sprouted several sharp pieces of bone from his body, which caused Sabertooth to reel back and before Spike kicked him into a beam. The man quickly recovered and grabbed the large beam, swinging it like a bat. Spike ducked and Arsenal blasted Sabertooth with a barrage of green energy from the side.

There was an explosion from inside of the enhancer that drew their attention from the fight.

"Jean?" called Cyclops, "What's going on in there?"

"It's hard to tell," she said. "It's like there's two people inside. One is panicking pretty badly."

"Try to calm her down," said Cyclops. "We're getting her out as soon as we…" One of the discarded beams interrupted him as it sent him flying into a stack of boxes.

"I'm doing this for us all," said Magneto, "If our kind is to survive the war we need power like her's. Imagine knowing all the information about their attacks, the ability to find all their secrets, to shut down an entire force with a few thoughts. We could end it before any blood is spilt."

"What about Rika?!" demanded Henry, "That machine will wipe out every trace of her. What kind of future do you really think is going to occur?"

"Some sacrifices must be made," he said, "There are those who may not be able to see as clearly as I do. Those who think that there will be peace, when there will be war first, terrible war. It is how humankind works."

"Guys look!" shouted Spike, pointing to the machine. It was reacting strangely, and they could hear explosions from the inside, before it suddenly shut down. Another explosion and the door tore off and flew across the room.

Rika stood in the dim interior, lit by a pink glow that surrounded her. There was a flash of electricity behind her that covered her body, before she disappeared.

"Rika!"

"Get away from them!" Rika reappeared behind Sabertooth, blasting him with enough energy to send him flying into the darkness.

"Rika?" said Arsenal, noticing the glow and the silver streaks that ran down her hair, "Are you…okay?"

"I feel good," she said and turned, firing another two blades of pink energy into the machine, causing an explosion within that ripped through the now weakened walls.

"My machine!" said Magneto, raising his hands and causing the entire building to groan around them.

"Stop," said Rika, teleporting in front of him.

"I will save our kind," said Magneto, "If there must be a war, I will be there. But what would you all know about war, about the evil that will come?"

"I've seen far more war and death than you can imagine," she said, "And there's still hope. We fought and we'll fight again, but we won't start it."

"Rest," she said, putting his head in her hands, "And heal." The glow left her body and the man collapsed to the ground.

"Rika!" said Henry, as she walked toward him, the silver gone from her hair. What had she just done? Her partner had the capacity to heal in her mega-form. Had Rika reached that power level?

The girl smirked and then stumbled, looking more exhausted than he had ever seen her.

"What do we do with Magneto?" asked Spike as he grabbed Kurt under the arm to support.

"We'll take him back to the Institute," said Cyclops, "See what the Professor says." He turned to where the man had been lying, but he was now gone.

"Where'd he go?" asked Cyclops…

Vvvv

_Later that night…_

Tabitha walked through the city streets, following Pietro's directions. She was beginning to guess that there was a lot more going on in Laura's life than she would say and as her friend she wanted to make sure everything was okay. Especially if she made herself so hard to follow that Pietro had trouble.

She finally found the convenience store he had tracked her to and looked it over; it was a small place, nothing fancy, just a brightly lit place with a flat roof. It fit Laura just fine, Tabitha thought, it didn't stand out much.

She spotted her friend as she emerged from the back, carrying a tray and with white powder covering her shirt. She handed the tray to the man working the front desk and he said something that made her smile…and then laugh. Tabitha saw her look toward the window and she ducked.

_That was what she was hiding_? Working at a convenience store was nothing to be embarrassed about. But the Tabitha thought back, remembering when she had had to work while her father was in prison. Laura still never talked about her parents, so maybe she hid it for the same reason Tabitha once did. Not the job, but what it meant.

Tabitha turned and crossed the street again, heading back to the Boarding House. She'd keep this to herself and let Laura tell her when she was ready…

Vvvv

Rika sat in the infirmary underneath the Institute, glad to have some alone time. Henry had just left, after filling her in on what had happened. She definitely wanted, and needed, to talk to Professor Xavier, but he said that she needed to recover first.

Her father. She couldn't remember very much of him, maybe she didn't want to. But according to Henry, Magneto had talked about him knowing she was a mutant before the Digital World. But why couldn't she remember that?

Why did this strange personality erupt now, and how could it use the abilities she hadn't even known she had?

She grabbed her phone to message Toad, see if he could remember anything about his "step-father", when it went off, displaying "_Ruki_" as the contact. It was an annoying ringtone too, one she never would have put on her phone in the first place.

"Hello."

"Hello," said a soft female voice, "You may not believe this, but my name is Ruki…Ruki Orikasa."

"Is this some kind of joke?" she demanded. Now she was getting calls from a split personality.

"It's not a joke," said "Ruki," "We need to talk."

Vvvv

_End of Chapter_

_What occurred in Rika's past, and why can't she remember? Who is this figure who wants the power of the Hazard? And who is trying to stop him?_

_Tune in to the next chapter of X-Tamers: Upgrade, a little longer and we will begin the "Impulse Arc."_

_Please Read and Review…No Flames._


	5. Dance Dance Revelation

H

Author's Notes: Hey guys and welcome to chapter five. This will probably be the last chapter before the beginning of the Impulse Arc, so I hope you enjoy.

Disclaimer: I own neither X-Men: Evolution nor Digimon, if I did, I would have an easier time with publishing.

Cue cool theme music...

Vvvv

Upgrade: Dance Dance Revelation

A red convertible pulled up to the gates of the Xavier Institute, its engine cutting through the morning air. The driver stepped out and allowed the computer to scan his eye, the screen displaying a 'welcome' as the gates unlocked and opened. They pulled the car to a stop in front of the mansion and honked the horn twice.

Logan was the first one to appear; usually he was the only one up at this hour. Others soon followed though and the brown-haired teen, the red streaks in his hair having grown more pronounced since he was last here, stepped out and leaned against his car. He took off his sunglasses and smiled as some of the older students' jaws dropped.

"Hi guys."

"Takato!"

Vvvv

Rika was having a very…interesting...day so far. First she had been woken up at five in the morning by Takato coming back to the mansion. Which was wonderful – if she hadn't been up at three that morning helping Forge with one of his experiments.

Forge had wanted to study what exactly occurred when both Nightcrawler and herself teleported. He had decided that he had to slow down their teleportation, especially to study the Digital World, and so he had them teleport a few times, further and further distances. However while Nightcrawler got away fine, Rika had been left with a headache that wouldn't stop.

Forge had said it would go away as she used her powers, but today was a school day, so that opportunity hadn't yet come up.

Finally lunch break arrived and Rika ran to the gym. It would be empty now, and she quickly made sure of that before teleporting herself to the top of the bleachers. Her head felt slightly better, and so she teleported a few more times, feeling her mind become clearer every time. Ten minutes later she was exhausted, but it was finally gone.

She looked over the gym from her seat on the basketball hoop backboard before jumping to the floor and moving toward the doors; the gym was empty now, but soon they'd be coming to set up for the dance that night. A dance that, shockingly, she was not going to be attending. She'd considered asking Kazu, just to make everyone's heads explode, but decided she would never live it down if she did (Plus it was Kazu.).

As she closed the door a green glow began to fill the gym. Smalls tears in the air began to open, revealing metal plating and filling the room with the sound of moving pistons. The tears suddenly closed though as quickly as they had appeared, leaving the room silent.

Vvvv

Tabitha watched Kurt attempt to balance a tray on two fingers (One for those who knew what he actually looked like) as the rest of the X-men at the table cheered him on. She watched as they cheered even louder when the glass he had on the tray dumped on him, taking the rest of the tray with it.

As entertaining as it was though, she wasn't watching just for her own pleasure. She was watching as her friend observed the blonde-haired boy at the table, watching him laugh with the others. The same way she had stared at him for weeks.

"Why don't you just ask him?" Tabitha teased.

"What?!" said the girl, quickly looking at her.

"Just ask Ryu to the dance," she said, "I know you want to. You've been staring at him ever since they started selling tickets."

"What?" said Laura, getting slightly embarrassed, before the shield went up again, "I'm not going to a dance."

"Come on. I'll go if you go," said Tabitha, before pulling out her secret weapon, "Besides, it'll look weird if you don't. You've already turned down like four guys hinting for you." That was the ticket. As she began to know her better, Tabitha learned that while Laura tried to act really distant, she seemed to never want to stand out from a group. Laura crossed her arms and got up, smiling slightly before marching over to the table.

Tabitha watched the table erupt in laughter again as Ryu fell out of his seat, before Laura walked back, the rest of the X-men getting up to leave. She waved to Bobby and Kitty and the pair quickly joined them.

"Congratulations," said Bobby, "Your friend is the first person I've ever seen order someone to go to a dance with them." Laura turned away, her ears slightly red.

"Can we swap her for the new guy?" Bobby asked.

"New guy?" asked Tabitha, "At the Institute?"

"Not new," said Kitty, "He was here last year, before he took off."

"Oh, that guy," said Tabitha, "What was his name…Takate?"

"Takato," said Kitty, "He just, like, pulled in this morning; the Professor's got him back at the mansion for now, but he'll probably be in school next week."

"Yeah, but I don't like him," said Bobby.

"He's pretty cool," said Kitty, "You just don't like that he lit your shirt on fire."

"No, I was not happy with that," said Bobby.

"You complain about everything," Kitty retorted, "You spent the other day ranting that the substitute for Mr. Phils has it in for you."

"He gave me back my photos with dreadlocks drawn on them instead of a grade!"

"Back on topic," said Tabitha, "The new…old…kid."

"Yeah, Takato was actually really powerful," whispered Kitty, "He was one of the stronger mutants who came in last year. Bobby you'll get to see if we go through the Danger Room with him."

"Should you be talking about that with…" Tabitha said, before seeing that Laura's seat was empty.

"Where'd she go?"

"Oh she got up a minute ago," said Bobby, "She left in a real hurry."

"_Hmm…_" thought Tabitha, "_I wonder why…_"

Vvvv

A few hours later, Laura was crouched in the trees outside the Xavier Institute, watching as the Professor spoke to a boy with red streaks in his hair. She could almost laugh.

The looks were incredibly accurate, the mannerisms were close, but this kid didn't even smell right. All he smelled like was smoke.

Another man entered the room; a man with blue hair who she guessed was the Wolverine Tabitha had talked about. Some kind of ex-military guy that her friend had said was one of the leaders here. Laura already assumed he was most likely a powerful mutant if he taught here, and she checked her cover one more time; she was camouflaged.

She watched as they talked with the boy, before a slight breeze blew from behind her, and she watched as the blue-haired man stiffened.

"Charles," he said, "I think we have company." He walked toward the window, but as soon as he took his first step Laura had taken off, jumping from tree to tree.

_He was good_, Laura thought. Probably able to track her too if she couldn't get away quick enough, she would head to the ocean, use the cliffs to hide her from sight till she could set off a Scent Cover. She was so distracted that she almost didn't notice the boy that swung in and began to keep pace with her on the branches.

"Quiet interesting isn't it?" said the boy in an almost pretentious tone, "They seem to think that boy is Takato; you think otherwise. You're keen to be able to pick up on that."

"Who're you?" asked Laura. The boy was strange, almost as if he were some kind of puppet instead of a person. Dressed in a simple shirt and pants, the only thing that stood out about his clothing was the red cap he wore.

"I'm someone who's keeping an eye on things," said the boy, "And you may be useful to me." "You may call me Kura and I'll be keeping an eye on you. Farewell." The boy disappeared into the trees and Laura continued toward the cliffs. Now there were more people involved. She couldn't be sure if any of them were involved with HYDRA, or what their motives were. She would have to take extra precautions now.

Vvvv

The Brotherhood Boarding House, seldom visited, even more seldom cleaned. However someone chose today to walk up to the front door and ring the bell. It was answered several seconds later by a disgruntled looking teen.

"I think you're at the wrong house," said Lance as he looked the girl over.

"I'm looking for Tabitha," said Laura, these mutants were the first test – Tabitha would be the second best person to make sure her disguise worked.

"Hold on," he said, giving no sign he recognized her. "Boom-Boom! Door!" he hollered up the stairs. Getting no response, he signaled to wait and disappeared up the stairs. The girl leaned on the doorframe waiting, before she caught a scent on the air and tensed up.

There was someone out there, watching. She looked quickly, seeing now one around, but still someone was there. Was it that…"Kura" she had met earlier? She tensed even more, she despised being watched.

"Can I help you?" she heard from the door.

Laura turned and looked at Tabitha, saying nothing. It took a few moments before her eyes widened.

"Laura!" she said.

"Yes."

"What did you do to your hair?"

"I got it cut," she said, "And I got these." She took off her glasses and put them in her pocket; she hoped the person watching would take it as a friendly gesture.

"I didn't expect you to go this far for the dance," said Tabitha, before adopting a teasing tone. "Someone must be pretty ex-cit-ed."

"_Neither did I_," she thought. The hair cut alone had been almost $50. She despised the whole time she had been in the "salon;" normally she'd just slice it off herself, save her ear being talked off and the smell of chemicals that had given her a headache.

"…Can we talk inside," said Laura, nervous to have her back to whoever was watching them. If they went away; good. If not; the house would be easier to defend.

"Sure, we've got plenty of time till tonight." Laura stepped inside and shut the door, locking it out of instinct. Today, whether good or bad, was promising to be interesting.

Vvvv

At the dance that night, the X-men certainly had mixed feelings. From Scott who had been watching Jean since they got here, Kurt and Kitty who had practically run onto the dance floor, or Wolverine who looked like he'd rather watch grass grow than chaperone the dance, one could tell that this was going to be more memorable for some of them than others.

"Let's party!" yelled Tabitha as she and Laura walked in through the doors. While the girl looked like an advertisement for punk, her friend had dressed in the nicest clothing she owned. Wearing a black jacket, pants and gloves, she had happily managed to avoid borrowing anything from Tabitha except perfume.

"There's your date," said Tabitha, pointing to where Ryu was standing awkwardly against a wall. "And there's mine," she ran off toward two of her housemates, Toad and Fred something, leaving Laura to her own business.

"Hello Ryu," she said as she leaned on the wall next to him.

"Hi," he said nervously, his face slightly red.

"I…your hair looks good," he said. A slow song began to play and many of the couples moved onto the floor. She got the feeling of being watched again and looked around, seeing no one out of the ordinary except the photography teacher, who was snapping a photo of the punchbowl for some reason.

"I think we should be out there," said Laura, half pulling him toward the edge of a large group. She put her hands on his shoulders and he placed his hands correctly, beginning to lead. Laura found this interesting, as it meant he had actually found one of his "friends" to teach him how to do this; and that he had learned it in a few hours, that meant that his brain wasn't completely absent. As the song played she saw him sniff the air.

"Are you wearing perfume?" he asked, more confused than she had heard him in a while.

"Yes," she said, before leaning closer. "One of your overseers at the Institute caught my scent today. I had to make sure he couldn't connect it with me if he caught it on your suit."

"You were at the Institute?" he asked. "Why?"

"I was checking out the new mutant," she said.

"Takato?" he asked. "Why would you care about him? You didn't come when any of the others showed up."

"Listen to me very carefully," she said, looking into his eyes, "I want you to stay away from him – far away. He can't be trusted." She saw the look in his eyes change quickly though and he stopped dancing.

"What's wrong?" she asked, before he sniffed the air and let go, turning and slowly shifting into a crouched position.

Laura heard a scream and saw a glowing tear appear between Kitty and Lance, a large red lizard emerging from it. In the chaos that erupted it turned and jumped at Kitty and no one seemed notice it phase right through her. Laura turned to Ryu to see him still in the same position though. Something had caught his attention, and from the look of one of the other X-men, Henry, something else was about to happen.

The urge to hunt was finally too much for Ryu as shifted into his dragon form (Laura noticed it had changed, more mechanical than it was before) and roared loudly. As if in response, several more tears emerged, these ones green. A beam of light appeared from each, connecting them to form a single massive portal, from which electricity seemed to radiate. Laura would need to find some way to get Ryu out of here before anything bad happened; she needed a distraction.

"Tabitha!" she yelled, seeing her friend near the wall.

"Laura!" she said as the girl ran over, "You need to get out of here!"

"I need a distraction!"

"What!"

"Use your power!" said Laura.

"How do you…" she started.

"There's not enough time!" she said.

As if on cue, Ryu charged the portal, drawing back one of the new blades on his arms. From the portal a blast of energy emerged and sent him flying backwards, into the wall next to the two girls. The wall collapsed on top of him and Laura watched as the rest of the structure began to come down on them as well. She threw her arms over her head as she heard Tabitha yell.

Vvvv

"Laura!" yelled Tabitha as her best friend disappeared beneath the wall. She saw another chunk coming at her and blasted it out of the way, before looking at the rubble.

She heard the sound of machinery behind her, and turned to see a massive form emerge from the portal. It looked like a mechanical dragon of some kind, covered in hydraulics and wielding two large cannons on its back.

There was an eerie blue light from the section Ryu was trapped under and his dragon form burst from underneath it, now sporting some kind of metal armor on his chest, with a large hexagon-shaped hole in the middle. He ran toward the large creature as it was hit from the side by a barrage of green light from Henry, now activating his mutant armor as well.

Tabitha turned back to her friend and heard a scraping sound from the collapsed wall. Four metal blades emerged from the brick segment and cut out a diamond-shaped chunk that was quickly moved to the side.

"Laura…" said Tabitha as her friend emerged, the cut on her forehead healing as she watched.

"There's not enough time," said Laura, looking at the scene, "We have to end this fight as quickly as possible. Before something bad happens."

"What could get worse?" she asked as he friend leapt toward the machine.

"_This looks useful_," thought Laura as she saw the hexagon in Ryu's armor. She leapt onto his back and scanned the hydraulic tubes on their opponent, seeing them all lead to one spot.

"_Here we go._" She thought, before leaping down.

"Ryu!" she yelled…but her friend gave no response.

"Ryu!" Still nothing, he was getting too far into battle. If he lost it…

"FLARE!" she yelled, and his eyes changed. He looked down as their opponent went after Henry.

"Take that cannon you have and fire it at that thing!" The dragon looked at the armor on its chest and nodded, before the hexagon began to glow.

"Take it down!" she shouted as she ran at the mechanical creature from the side. Ryu fired a massive blast of energy at the creature, striking it in the chest as it turned and causing it to shudder as its cannons glowed to launch a counter-attack. Laura leapt up, slicing through hydraulic tubes as she went, before reaching the hatch where they met. She cut her way inside, and stopped…

Inside, amid all the damage Ryu had caused, there was a creature trapped inside a machine. It was dressed in ragged metal armor, and looked at her through a pair of goggles.

"I…wanted to be strong…" it said, a female, and weak from the sound of it, "And they made me death…death…" Laura ran through the sparking machines to the one the creature was in and severed the connections. Free from the restraints, the creature collapsed and warning lights began to flash.

[Warning, Control System for Machinedramon missing. Fatal system error detected.]

The screens were rapidly filling with this warning and Laura put herself under the creature's shoulder, dragging it toward the exit. Near the machine she spied a glowing orb wired to most of the other machines she could see, and she extended her claws, cutting straight through it.

Laura pulled the creature out of the hole she had made and they hit the gym floor as the remains of the mechanical dragon seemed to shift in the air, looking unstable. Then it disappeared into hundreds of glowing fragments, which began to float toward the ceiling as they disappeared.

"Are you okay?" she asked the creature.

"Thank you," it said, struggling to stand. "I am Sealsdramon, and I will not forget this." The creature hobbled away, and when it had reached the exit it looked back. Then with a speed even she found amazing, the creature disappeared into the night.

Laura looked around and saw Henry helping Ryu, who appeared to have returned to his normal form. She saw Tabitha running over, but too much had happened. She had gained a life here, but could it be salvaged after tonight? Laura ran for the door and into the night, she had to clear her head.

Vvvv

Tabitha looked everywhere for her friend after that. The X-men were cleaning up the aftermath of what had happened, but she needed to find Laura and talk to her.

Laura had been a mutant the whole time. She had known about Tabitha's abilities, so why did she still hide hers? What was she hiding from?

She checked around, but the only place she knew her friend might go of her own free will was the convenience store she worked at. Tabitha still hadn't said anything about knowing she worked there, so maybe she would expect to be free from her or any of the X-men there.

That was the thing Tabitha thought about as she looked around town. She knew basically nothing about Laura's personal life outside of school, because she never really said anything. She didn't know a house to look for her at, or if her parents were around, or really anything else. She always let Tabitha pick where they would hang out and except for a few places rarely protested. Who was her friend when they weren't together, and where had she gone?

"Laura…"

Vvvv

Laura sat on the roof of the convenience store, thinking deeply. She had seen Tabitha running around below, unsure out how she had found her. She stayed on the roof though, unsure about if she'd have to say goodbye or if she would have to explain to her that she'd been a mutant, but somehow avoid everything else. She would not get another person involved in this, and Tabitha would be crazy enough to take on HYDRA if they came after her, instead of pretending that they never knew each other.

"Laura." She turned quickly and found a man standing near the door to the stairs.

"How'd you know I was here?" she asked, turning to look at the moon. She was getting careless again, or maybe not. Mr. Kinney owned the store and since she had worked there always seemed able to know where people were when he needed to. That was probably a useful talent toward getting the silver oak leaf she had seen in his safe.

"I heard someone on the roof, and you're the only one who tends to come up here besides me."

"What's wrong?" he asked, "For the past week half the teenagers that come in the store have been talking about the dance today, and you're up here on a roof."

"It's nothing to get concerned with," said Laura.

"Look, I'm your boss," he said. "To step in here is probably none of my business. But you should at least talk to your friends if you're having trouble with something."

"What if talking to your "friends" puts them in danger," said Laura.

"Don't you think that should be their decision to make?" he said. "I'm not gonna run your life. But a friend is there when you need them; or else what is friendship?"

"What?"

"Feel free to take tomorrow off," he said, "Clear your head. But if you ever get into something and really do need help; please let me know." She watched as he opened the door and went back down the stairs.

"_Friends_…" she thought, "_Tabitha…Ryu…_"

Vvvv

A new figure to this city stumbled around the sidewalks at night, keeping to the shadows. The reptilian digimon known as Sealsdramon had one goal in mind, shelter, where it could rest and work on recovering.

Sealsdramon felt her weakness as she walked, but kept pushing forward, until her legs collapsed. The digimon willed herself to get up and grabbed the window ledge next to her for support. As she pulled herself up she forced to look at her reflection, her ruined armor a disgrace, and looked past it to discover that she had fallen in front of a computer store, one of which was still on, glowing in the darkness.

As she reached her feet the computer screen began to shift, displaying a code of binary, and a beam of light shot out onto the ledge. When it stopped, there was a device sitting there, small and shaped like a rounded "T". Sealsdramon touched it gently and it shined brightly in response, covering her in light.

When the light settled, she looked at her arm to find that the armor was like new. A quick check of her reflection confirmed that it was true of all her equipment. Along with her strength returning, the digimon felt a new feeling as well: a desire to find the girl who had helped her that night.

Sealsdramon wasn't exactly sure what was going on, but she grabbed the device and used her recovered strength leapt quickly toward the safety of the rooftops. She wasn't sure what this was, maybe the girl was what the other digimon had described as a "tamer." If that was true, than Sealsdramon looked forward to a chance to be strong, strong enough to return to the facility that had placed her in that machine, just like so many others; strong enough to bring it to the ground and to make up for her failure.

Vvvv

Professor Xavier sat in his office later that night, thinking to himself. They had avoided a major catastrophe tonight, and he was grateful no one was injured. But this seemed to bring up questions about the Japanese students now, as the largest creature seemed to come from Forge's attempt to slow down Rika's teleportation. Also they had immediately begun talking to each other when he brought the others to help with cleaning up.

First Takato returns with stories of training by someone he wouldn't reveal. Now this. Mysteries just kept appearing, and he was getting too old for this. Still, it was the responsibility he had taken when starting the Institute.

The phone ringing distracted him from his thoughts and he looked at the clock, 1:00 am.

"Hello," he said, picking up the phone.

"Hello Charles," came a whispering voice on the other end.

"Who is this?" he asked.

"Someone who's very hungry, and wanting to come home," said the voice, "…I have to finish getting my strength back before I can see you."

"Hungry? Home? Who is this?" asked the Professor.

"I'm the one you thought was gone. What remains of the boy you couldn't help," said the voice, "I'm looking for food for the hunger you helped create… I'll be seeing you and your students very soon." A dial tone filled the Professor's ear and he put the phone back down, wheeling away from his desk and to the window.

Today of all days it had happened. He remembered when Kurt and Kitty told him about the place they had discovered when she had lost control of her powers. A sealed off room far from where anyone could be reached, and with a being Kitty could only describe as a vague memory. The e-mail on the screen that he had recognized as his own; his attempt to offer hope to a mutant whom he hadn't seen in person in years.

The Professor stared out the window as he thought. He couldn't scare his students, but he'd have to train them more to prepare them for when this mutant made his move.

He pulled up their profiles on his computer, before stopping on Rogue. He would have to make sure that she was prepared as well. The one student with the best chance of defeating the mutant known as "Impulse."

He closed his eyes and pictured Impulse before he had become like he was. The face of one of his best students and the victim of one of his worst mistakes.

"James…" he said.

Vvvv

End of Chapter…

_ Who is the mutant known as Impulse and what is his history with Professor Xavier? Why is Laura distrustful of Takato and will she stay or disappear again after the events of the dance? Look for answers to this and more in the next chapter of "X-Tamers: Upgrade"._

Please Read and Review. No flames.


	6. Unlock the Cage

H

Author's Notes: Hello guys and welcome to a new chapter of _X-tamers: Upgrade_. This is the final arc in this story, and then we will continue with a new one afterward. I'd like to thank my readers for their patience.

_Disclaimer_: I do not own _Digimon_ or _X-men: Evolution_. I also don't have mutant powers…seriously…no mutants here…none at all.

Cue cool theme music…

Vvvv

_Upgrade_: Unlock the Cage

_12 years before…_

The house itself was pleasant – as good a home as anyone could want to grow up in Charles decided. He would usually find that parents would either be glad for his help and willing to do whatever it took, or just completely deny anything he said. The foster parents he met at the door, tired and stressed as they appeared, were thankfully the former. Their son however seemed to be much more of a challenge.

He found himself at a locked door, as they attempted to coax out their five-year-old son.

"James, there's someone here to see you…"

"Go away!"

"His name's Professor Xavier," said the father, "He says he can help…"

"No doctors!"

"James…" Professor Xavier held up a hand.

"If you'll leave the two of us alone," said the Professor, "I'll see if can get him to come out." He could tell they were a little worried, he was a stranger of course, but he was here to help.

"James."

"Go away!"

"_James._" Charles decided his telepathy would be the best course, show the boy he wasn't alone in his mutation. "_I know this is hard for you, but you aren't sick. You have a gift._"

"How are you doing that."

"_I have a gift too_," he said. "_Why don't you tell me about yours?_"

"I..."

"_You don't have to say it_," said Charles, "_Just think it and show it to me_."

He felt the boy hesitate, before he saw a flash of images. A friendly looking doctor with a needle, he felt a flash of pain, and then the doctor's eyes opened wide. The man fell to the ground as the boy's mind began to race, new images, words, intelligence he couldn't comprehend at the moment.

He could feel James begin to panic as he remembered the event and sought to calm him down.

"That's enough James," said Charles.

"I don't want to hurt anyone."

"I know. We'll work together to help you."

Vvvv

_Present Day._

Rogue opened her eyes and closed them immediately in the fluorescent lights. She blinked and tried again, this time making out metal plating on the ceiling and walls.

The lower levels of the Institute.

"_How did I get here?_"

She a moan next to her and turned, realizing she wasn't alone on the floor.

"Kitty, wake up," she said, rocking the girl's shoulder.

"Five more minutes," she moaned, "My head is killing me."

Rogue looked around, finding that they were completely alone.

"How did we get down here?" It looked like they were in the lower part of the mansion; last she remembered, she had gone to bed in her room the night before, now she was here.

"_Confused?_" She and Kitty looked around, but there was no one there.

"_Not there,_" said the voice, a man. "_I'm a little harder to lose._"

"He's a telepath," whispered Kitty.

"What's going on here?!"

"_I love questions_," said the voice. "_Unfortunately for you I love to ask them, information isn't my thing – unless you can win an answer._"

"Win?" asked Rogue, "What do we have do to _win_?"

"_That's simple,_" said the voice, "_This is an easy game. There are two objectives: I have hidden myself within Cerebro, you will have to find the key I have hidden within the mansion to get to me._"

Rogue glanced at Kitty.

"_Not so fast,_" said the voice, "_If you attempt to use your powers to get into this room, it won't work. You will only gain access with the key. In case you don't believe me, try to use your powers Miss Pride._"

Kitty put her hand on the wall and pushed, but nothing happened. She pushed harder, putting both hands on the wall until her feet slid backward on the floor.

"What was that?"

"_I'm just showing you that if you try to get in without playing the game, it won't work. Where's the challenge in that?_"

"Okay, you've shown us that," said Kitty. "Like, what else do we have to do?"

"_That's easy,_" said the voice. "_Survive._"

"What?!"

"_Don't worry, I'll make it difficult for myself. You will have your powers and I'll stay out of your heads, but there will be challenges along the way, make sure you're ready to push your abilities to the fullest._"

"_Enjoy the game. I must inform the other teams as well._"

"Other teams?"

"_Of course. You don't think I only picked you? I did a little collecting before this challenge began. Goodbye._"

The lights above them began to flicker, and Rogue heard something moving around the corner.

"I'll check it out," said Kitty.

"We're in this together," said Rogue, the sound getting closer.

"3, 2, 1!"

Vvvv

Henry had armored himself for protection as they wandered through the lower halls of the Xavier Institute. Whatever the mutant responsible for this was planning, they would have to be careful. Takato was with him, so together they had enough firepower to keep anything dangerous at bay…he hoped.

"What do you think this guy wants?" Takato asked as they walked.

"I don't know," said Henry. "He seemed to be setting up some kind of challenge to test our powers, but I didn't like the sound of that 'survive' part."

"Survive what?"

Above them, the lights flickered out with a buzz.

"I've got it," said Takato; a flame lighting up the hall. Behind them, Henry saw a form moving in the shadows.

"Who's there?"

There was no response and Henry raised his arm, letting the green energy charge.

"I said, 'who's there'!"

A black tendril reached out of the darkness, grabbing his wrist. A blast of flames hit it and it drew back into the shadows.

"Let's go Henry!"

They ran down the hall, Takato lighting the way.

"Try to find the exit!"

Henry looked as they ran, until something caught his eye and he stopped dead.

"Come on!"

"Wait!" said Henry. This door…hadn't been there before. It was simply that, an old-style wooden door in the middle of the wall.

"What are you looking at?"

"This door isn't supposed to be here," said Henry.

"Well we can think about that later, let's go!"

"I think we should go through it," said Henry.

"Why?"

"This is some kind of test right," he said. "So if we're trying to find something hidden, the first place to look should be something that the hider obviously had to do with."

"Fine," said Takato, "Just be ready in case it's a trap."

Henry breathed deeply and then opened the door, seeing darkness beyond.

"Let's go."

He stepped through and was immediately blinded by light.

Vvvv

This was bad. Rika had woken up inside the Danger Room, which, immediately after the speech from the psychopath who was responsible, had activated on Defcon 4.

She teleported out of the way of a laser blast – before a spike of blue lightning caught her eye and she had to immediately dodge again. That was the second unpleasant part of this morning.

She had found herself somehow partnered with the Brotherhood's newest recruit. The slightly unstable and highly powerful Scarlet Witch.

"Watch where you're aiming!" she yelled, as she sent a blade of energy to blow up one of the cannons.

"I can't keep track of you if you keep disappearing and reappearing!" yelled the girl back.

"Well I don't have a lot of choice!"

"Duck!" Rika ducked and heard a whoosh as a metal arm passed over her head. A shock went through the robot and it suddenly exploded.

"Thanks," said Rika.

"See if you can find some way out of here!" the girl yelled back.

Rika looked around, there was always the door in the control room; they could see if that exit was still available, as the door to the Danger Room itself seemed to have mysteriously vanished.

"I think I have one," said Rika. "But you'll have to hang on for me to get us both up there."

"Whatever," said the girl. "Just get us out of here!"

Rika jumped over, grabbing the girl's hand and feeling the familiar rush as she teleported. They reappeared in the control room, looking down as the weapons below began to search for them.

"_The exit was…_" Rika looked for the steel door, but instead found…a wooden one. It simply sat where the old one had been probably the day before.

"Are you gonna get us out of here or what?" asked her companion as the systems below began to target the room.

They had to try it.

"Let's go!" said Rika, opening the door as the floor beneath them began to shake. Wanda threw her hands down and Rika heard explosions below, before the two of them raced through the door, finding darkness, before the sound of rain filled their ears…

Vvvv

"Where are we?" asked Kitty, the pair surrounded by darkness.

Rogue tried to feel her way around through the mass of objects, until something brushed her face.

"I think I found a light." She pulled the string and the room flashed into existence, crammed from floor to ceiling with boxes.

"It looks like a basement."

"That doesn't make a bit of sense. We were just in the Institute."

"I know, but, like, look around." She was right; the wooden door had led them into what appeared to be a normal basement – cement walls, cobwebs, but everything was tinged gray, like an old photograph. She spotted a set of wooden stairs leading upward.

"Do you want to try it?" Rogue asked. Nothing about this day was making rational sense anyway.

"I don't think we have that much of a choice," said Kitty and the two made their way up. The door opened into a kitchen and Kitty stopped dead.

"That can't be right," she said, running over to the window. All that was visible outside was swirling snow.

"What?"

"This looks like my house," she said. She touched the pans hanging above the stove and they swayed gently, but no sound emerged.

This was getting weird. First waking up to this "game," then the strange creature that seemed to follow them, and now they were in the middle of Kitty's kitchen.

"Mom? Dad?" Kitty yelled, getting no response.

"Come on," she said, leading Rogue through a door and down the front hallway. She tried to open the door, when Rogue looked into the room next to her.

"Kitty," she said, looking at the girl leaning against the front window, her face plastered to it.

"I…" It was her alright, though quite a few years younger in appearance. She didn't appear to notice the two, instead continuing to stare into the snow.

"No way," said Kitty.

"What?"

"It…it can't be."

"What can't be?"

"I remember this," she said. "My parents had went out and the storm had kicked up. The snow took out the phone lines. I was alone for hours."

"What happened?" asked Rogue.

"They had slid on some ice and hit a pole," said Kitty, "They were both alright, but no one could call because the line was down. My aunt finally showed up and told me."

"This is just getting weirder and weirder."

"Look over there," said Kitty, pointing to the next room. "It's another one of those doors."

"Should we go through?" asked Rogue. She didn't trust anything that was going on at this point.

"We have to try," said Kitty. "Maybe it'll, like, get us back to the Institute."

They walked over, the door pulling open with a loud _creak_.

Vvvv

"Takato calm down!" said Henry. The boy was struggling in the water around them, panicking at the distance to the light far above.

"We can breathe here remember," said Henry, who had recognized the area after a moment. "We're in the Digital World."

"What?" gasped Takato.

"Just relax and take a breath," said Henry.

"Okay, okay," he said, breathing in tentatively. When it dawned that he could breathe, he began to take in huge gulps of air.

"Careful or you'll hyperventilate," said Henry, grabbing his shoulders.

This was weird. First, they had somehow walked through a door into what appeared to be the Digital World. Secondly, everything was tinged gray, which he did not remember.

"Look over there!" Henry turned and his suspicions began to grow. Floating past them were the two boys, years younger, and accompanied with their partners.

"This is awesome!" said Takato, swimming around the gray water.

Henry looked around, spotting two massive forms high above. They looked like black whales, but he couldn't be sure.

"Over there!" Takato shouted, and Henry saw a black form – some kind of humanoid – standing near a cave entrance, beckoning.

"I vote we do not trust the guy made of shadows," said Takato.

"I don't know," said Henry. He wasn't doing anything… Henry suddenly felt something sharp brush his arm and he watched several drops of blood begin to float upward.

"Sharks!" said Takato. They were sharks…sort of. Like the creature in the Institute they made of shadows and Henry switched to his armor, blasting one that got to close.

"What do we do?"

Beneath them, Henry saw another door, lying on the ocean floor.

"Through here!" he said, sending a blast of energy at the creatures and swimming downward. Takato followed and the two of them managed to pry the door open, water pushing them through to the room beyond.

Vvvv

It was raining.

They were in a park, watching the gray people move around them under their umbrellas.

"Where are we?" asked Wanda, looking around.

"This…looks familiar…" said Rika, looking over the slides and jungle gyms. She couldn't place it exactly, until she saw _him_.

Walking toward them was a tall man, holding the hand of a little orange-haired girl, no older than six.

"_Dad…_"

She followed as he took her away from the other kids, deeper into the park. The man stopped and pulled a case from his pocket as he knelt down to the girl's height.

"Time for your shot," he said to the little girl, who rolled up her sleeve obediently. The whole scene was routine.

The man pulled out a small syringe from the case and selected a vial. A swab of alcohol, a quick shot, and the case was hidden again.

Rika couldn't remember any of this.

The man pulled out a small pad and put her hand on it.

"Now try again." The girl closed her eyes and the pad's screen began to flash.

"Good girl," he said, putting the device away. "You're learning very quickly." The girl smiled as he handed her a toy and the two started to walk back. Rika watched as she dropped the toy and continued walking, before stopping and pointing back to it.

Her father moved a hand toward it and the object lifted up, before returning to her hands.

"We need to be careful with our things," said the man and the girl followed a smile plastered across her face.

"What was that?" asked Wanda from behind her.

"I…I have no idea," said Rika. She couldn't remember any of that happening. What had her father been doing?

"There's another door," said Wanda, pointing to a door in the middle of a tree.

"Yeah…door…" said Rika. What was going on?

"Come on," said Wanda, "The sooner we get out of here, the better." Rika followed, still in a bit of a daze. What had she just seen?

Vvvv

Several small inflatable boats moored themselves to the rocks at the bottom of the cliff. The black-armored soldiers inside launched several ropes into the top of the cliff and began to climb. Once they reached the top, one of them pulled out a radio as the others took up defensive positions.

"Squads one, three, and five are in position," said the soldier in a cool, female voice.

"Good," said the voice on the other side, "Wait for the others to confirm positions before moving in."

"What's the status on the heavy armor?"

"E.T.A. two hours," said the operator. He would be watching the soldiers, along with several other operators running the rest of the operation.

"We copy," said the woman.

"Remember," came another voice, "You are not to engage any of the mutants unless necessary. You are to simply lower the facility's defenses till we can move in for the final blow."

"Yes Mr. Trask," said the woman, switching her radio off. They would get to the objective points, plant the EMP's and wait for further orders. Mr. Trask was anxious for his test to succeed and would not tolerate failure.

He would get his chance – a chance to test his Sentinels before presenting them to the world.

Here at the final testing ground. The Xavier Institute.

Vvvv

End of Chapter…

_ The X-Men are locked in a dangerous game. A mysterious group is planning an invasion of the Institute. Will they manage to defeat this strange force and protect their home before Trask's plan comes to completion? Check out our next chapter as we continue the Impulse Arc._

Please Read and Review. No Flaming; unless you're a mutant and have fire-powers, in which case, awesome!


	7. Open the Door

H

Author's Notes: Hey guys, welcome to part two of the Impulse arc. Today we continue to follow the X-men as they deal with becoming part of a strange game, where the goal is two-fold: win and survive.

Disclaimer: I don't own _Digimon_ or _X-men: Evolution_.

Cue the cool theme music…

Vvvv

_Upgrade_: Open the Doors

Vvvv

"We're back in the Institute," said Kitty, looking around. The door had led them to the ground floor of the mansion…somewhere. It looked like the mansion at least.

"What was that?" asked Rogue, looking back toward the door.

"I don't know," said Kitty. "It was too weird though."

"Any idea where we should look for this "key"?"

"I've got nothing."

Out of the corner of her eye, Rogue caught movement. She turned to see the Professor…at least it looked like the Professor. He was completely gray, like Kitty had been in the "memory" they had just passed through, and he simply moved his chair across the room; entering another one of the strange doors across the hall. Rogue went to follow, when she felt herself smack into something. She put her hand in front of her to see what it was that she had hit.

It felt smooth through her glove – like a wall made entirely of crystal-clear glass – she was so intent on it that she barely noticed the glow across the room.

"Look!" Kitty's voice snapped her back to reality. The door the Professor hand entered was beginning to fade, until it appeared to be a normal part of the wall. That was when the whispers started.

'_I've got find Kitty, get her out of here.'_

"Lance?" said Kitty, looking around the hall. "Lance?!"

'_This is messed up. What are these things?!_'

"That sounded like Blob," said Rogue, looking around. Where were the voices coming from?

Beneath them the ground began to shake and the pair fell forward – the invisible barrier gone.

"Lance!"

The ground shook more until a crack emerged in the middle of the floor, collapsing inward. Out of the crack came a large black claw, followed by another, pulling a shadow creature behind it. Its head swiveled to face them, before they heard the voices again:

'_Come on Blob, we've got to get out of here_.'

'_I'm coming._'

They were coming from the creature itself.

"Lance!"

"Kitty duck!" Rogue pushed her back down as a large claw shot over their heads, breaking through the wall behind them.

"What is that thing?"

"I don't know, and I don't want to find out."

The creature charged and the two split as it passed between them. It turned and the voices emerged again:

'_I've got you Blob, don't let go!_'

'_It's got my leg! It's got it!_'

The creature raised an arm and Rogue felt the ground begin to shake.

"I don't know what it is," she said to Kitty. "But it's got their powers." Twin tears emerged in the ground and raced toward them, backing the pair into separate corners. Kitty phased through the wall behind her, but the creature raised its other claw, bring the wall down with a crash.

"Kitty!"

Vvvv

Henry opened his eyes to find the door had deposited them both in the library – which was quite dry despite the water that had come with them.

"Are you okay?" he said, turning to Takato.

"A little water-logged," he said, before looking at his shirt. "It's completely dry."

"I know," said Henry, looking around them. "A lot of things aren't adding up about today."

"Where do we go from here?"

"We still need to find the "key"," said Henry. "There might be a clue here, since this is where that door led us."

"I'll take the shelves, you take the drawers?" asked Takato, looking at the immense number of hiding places around them.

"Let me know if you find anything."

Henry began to pull out drawers in the desks, looking in the books on them, even tipping them over to see underneath. Nothing. He heard clattering behind him as Takato searched, before a creak and a crash pulled his attention.

He turned to see Takato hanging from a shelf with the ladder and about fifteen books in a pile below him.

"Need a hand?"

"Hold on," said Takato, looking at the shelf. He let go with one arm and began to sweep books to the floor as quickly as he could, looking at something intently.

"What are you doing?"

"I think I found another one of those doors," he said. Henry watched a section of door emerge behind the two shelves, before Takato dropped down. They picked up the ladder and cleared more shelves, until the door was fully revealed.

"That was definitely not there before," said Takato.

"Where do you think this one leads?" asked Henry.

"I…" Takato suddenly kicked off the wall and sent the ladder crashing to the floor. Above them, a spike imbedded itself in the wall and they turned to find another of the shadow creatures there.

"Another one!" said Takato, forming two fireballs.

'_We need to find the others and get out of here_.'

"_Evan_?" thought Henry, before he had to dodge another spike launched by the creature.

'_You're right…look out!_'

"_Bobby?_"

The voices were coming from the creature, and Henry had a good idea what would happen as he ducked from another blast from the creature. It brought its hand to the ground and ice began to swiftly cover it, causing Henry to take shelter behind a desk.

Where was Takato?

"Over here ice-head!" Henry heard a low shudder and turned to see the creature's head smoldering, as Takato leapt over the desk to join him.

"How strong do you think it is?" asked Takato.

"Strong enough," said Henry. "We've still got a while to go, so I don't think we should spend all our energy on it."

"Good point," said Takato. "But we're gonna have to give it a good blast to get past it. Do you want to, or me?"

"I'll do it," said Henry, watching his arm begin to glow. "Get its attention so I can get in close."

"Can do." Takato leapt over the barrier and the creature raised an arm, firing a blast of ice at him. Takato dodged underneath and kept going.; nother blast from the creature, another dodge, continuing until he reached the wall.

"Let's see what you've got," said Takato, both his hands catching fire.

The creature raised its own and fired a stream of ice, which Takato matched with his fire. Water and steam emerged from the middle, as Henry ran closer, jumping and lifting his right arm.

With a loud yell he fired the blast of energy that had been charging, knocking the creature sideways and toppling it into the book-lined wall. Henry felt his armor disappear as Takato pulled him toward the door.

"Let's go!" he said, pulling Henry through.

Vvvv

Rika found herself and her partner back in the Xavier Institute, this time in the garage, which was strangely empty. She sat down for a moment, still confused over what had just happened.

"We need to keep going," said Wanda flatly.

"I just need a minute," she said, pulling her phone from her pocket.

[_Did you get any of that?_] She typed.

[…] Appeared on the screen, before: [_I could only hear a little. What happened?_]

[_It was some kind of memory._] She typed back.

"Is now the time to be typing on your phone?!" asked Wanda, before a clang drew their eyes to the shadows.

Rika shut the phone and took a defensive stance, watching as some kind of…creature emerged from the darkness. It was completely black and reptilian, but lacked any features, like some kind of shadow puppet.

"What is that?" asked Wanda, raising a hand.

"I don't know," said Rika, raising her arm for an attack, as two more creatures emerged from the shadows.

"Let's plan this out this time," said Rika as more creatures emerged.

"Like what?" asked Wanda.

"I'll take high, you take low," she said.

"Sounds good."

"Ready…go!"

Vvvv

With the wall collapsed, the creature turned its attention to Rogue. She watched it get ready to charge and crouched down, pulling off a glove.

"Let's see you try it," she said.

The creature charged and Rogue stabilized herself, timing out when to roll underneath it and see just what her powers would do. Suddenly, she felt a hand on her shoulder:

"Three, two, one, going down!" Rogue felt Kitty pull her down into the floor, before they rose up into the main hall. One of the creature's arms emerged from the rubble of the wall it had crashed into.

Rogue walked up and placed her hand on the creature's arm, feeling strange as the "skin" spasmed at her touch. The arm collapsed and she stumbled back.

"Are you okay?" asked Kitty, catching her.

"I'm fine," said Rogue, getting back to her feet.

Against the wall, the door that had disappeared returned.

"Are you ready?"

"Let's go," said Kitty.

Rogue grabbed the handle and turned, stepping into the darkness.

Vvvv

"_Where are we this time?_" thought Henry, looking around the strange room. It appeared to be a laboratory of some kind, the open ceiling revealing it to be part of a much larger room.

"Takato…" Henry turned to see the boy shaking visibly as he watched the strange black and white scene.

Henry followed his eyes to see a chair rigged to some kind of computer. The screen was black, but there was someone strapped in the chair with their back to them.

He found himself stepping closer, when something incredibly hot flew past his face. He turned to see Takato standing there, another fireball in his hand.

"What are you doing?" he asked, trying to activate some of his armor; he was too low on energy though from his last attack.

"Stay away from that chair," said the boy. "It's bad, just stay away from it."

"Takato, what is this?"

"What do you mean?"

"These are memories," said Henry, stepping closer to the chair. "They aren't mine, which means they must be yours."

"Get back," said Takato. "…Please, Henry."

Henry kept stepping closer, until he was right next to the chair, watching as Takato put out the fire and bolted out the door. Henry turned to look at the chair…only to see a blank form. It was a person, but it was completely black, as if it were made of smoke.

"Takato!" said Henry, running after his friend. He opened the door to find the boy standing still, staring into the shadows.

"Takato!" He saw the boy prepare a fireball and heard _whirring_ from the shadows, as a large form moved in it. A large black form emerged, a giant robot with eyes that tracked the two. Takato threw the fireball and the robot struck, knocking the boy across the room where he fell to the floor.

The shadow creature turned its attention to Henry…

Vvvv

Rika and Wanda collapsed to the ground, the last of the creatures falling unconscious in front of them. There were so many of them, and what were they even?

"Do you need a minute?" asked Wanda.

"That would be good," she said. "Do you see any way out of here?"

"There's a door at the far wall," she said. "…Wait."

Rika turned to see a black circle appear between them and the door. A black figure emerged from it, this one looking far more human.

"_Another one?_" thought Rika, getting to her feet.

The creature didn't move toward them, it just moved its arm, pointing to the far wall where another door sat.

"Are you for trusting the shadow creature?" asked Rika.

"I'm leaning toward no," said Wanda.

"Charge it then?" asked Rika. "I need a minute before I can teleport again."

"It's worth a try," said Wanda. The two ran toward the creature, splitting to go on both sides of it. They made it to the door and Rika pulled it open, jumping through into the darkness.

She heard the door shut and watched as the area around them resolved. It was a similar scene to the last one – the park, with her father returning a box to his coat and patting an eight-year-old version of herself on the head. He moved off and Rika watched as she returned to the playground, joining the other kids.

"Let me guess," said Wanda. "You don't know about this?" Rika instead reached into her pocket and pulled out her cellphone, aiming the camera at the scene.

"Anything?" she asked.

"Who do you keep talking to?" asked Wanda, looking at the phone.

Rika didn't respond, she was focusing the camera as young Rika came off the slide. The girl started staggering a bit as she got up, before moving away from the kids.

"_What's wrong?_" thought Rika, watching as two other kids noticed, running up.

"What's wrong?" asked the first boy, looking her over. The other boy just tried to grab her arm to steady her. She toppled sending that boy to the ground and causing his goggles to slip over his head and land around his neck.

_Wait, goggles?!_ She could notice the similarities, could that be Takato? The serious boy had darker hair…Henry? What was going on?

As she watched, her body suddenly convulsed – the glow that emerged visible even in the gray coloring. The glow covered the two boys and the three began to fade, before the scenery began to disappear as well.

"What's going on?!" asked the goggle-wearing boy.

"I don't know," said the other boy, looking around.

The scene around Rika and Wanda disappeared completely and another door became visible in front of them. Rika was stuck in place, feeling numb. How could she not remember any of this?

She felt Wanda grab her arm and guide her toward the door. She was shocked that the girl was being oddly gentle in her dragging, but soon the two passed through the door and into the next phase of the "game".

Vvvv

It was night. Rogue and Kitty found themselves standing along a road which was littered with people, watching a burning car. Firemen were working, trying to reach the people inside, while a police officer was trying to keep the crowd back.

Above it all, a child could be heard yelling.

"What's going on?" asked Kitty.

"I don't know," said Rogue, watching as one of the fireman emerged, carrying a small child toward the safety of the fire engine. As they watched, a man was removed from the car, then a woman, and then another child, this one watching the man and woman quietly.

The medics worked as the firemen went back to the car, the boy moving toward the other child, holding it tightly.

"_It's okay Annie_," she heard the boy whispering. "_It's okay._"

"What is happening with these doors?" asked Kitty, looking around. "What do we keep seeing?"

"I don't know," said Rogue. The first one had been some kind of memory, but what was this?

In the midst of the area, she could see another door. "Let's get out of here."

"This is starting to freak me out more and more…"

Vvvv

Outside the Xavier Institute, the group of black-uniformed soldiers moved toward the first objective – a security checkpoint in the middle of the woods. As the soldiers set up positions around the first site, one of the soldiers ducked into the forest, shooting up into a tree and out of sight.

The soldier reached into her belt and pulled out a small device, activating it and sending a signal to headquarters. The light turned green, signaling that Petra had activated her device, before she returned it to her belt. The soldier removed her gloves, revealing hard, sharp claws, before lifting off her helmet, letting her hair flow in the wind.

This wasn't how she wanted to reunite with the tamers, but she would take it if the opportunity was presented. She saw a soldier pass by below and heard a rumble in the distance. Time to start the party.

She dropped onto the soldier's back, quickly knocking him out before racing toward the other soldiers. She heard gunfire ahead and peeked out to see the soldiers firing into the trees, before a massive orb emerged from the trees, knocking several soldiers down as the others continued to fire.

"I rather disapprove of you attacking this place when they have so much trouble already," said a condescending voice. A familiar voice.

"Oh well, it's good to have a challenge," said the voice. The speaker leapt from the trees, revealed to be a boy in a red cap. He lifted the hat and his body shifted, settling as that of a monkey in martial arts clothing.

No…it couldn't be…

"Makuramon…" said the girl…

Vvvv

End of Chapter.

What have the X-men seen this time? Who did Henry see in the chair? What are the creatures? And what happened to Rika in her childhood? To find out the answers to these and other questions, keep reading "X-Tamers: Upgrade".

Please Read and Review


	8. Enter the Maze

H

Author's Notes: Hey everyone, sorry for the long time in updating. I'll try and post two chapters this week and finish out this story. I hope you are all having blessed Thanksgiving.

*Cue cool theme song.

Vvvv

_Upgrade:_ Enter the Maze

"This is getting ridiculous," said Rogue as she closed another bedroom door. All they had managed to do through all of this was to climb floors in the mansion, now somewhere among the students' rooms.

"Nothing here either," said Kitty, phasing through the wall next to her.

"We don't even know what we're looking for," said Rogue, clenching a fist. The floor rumbled slightly and she brought herself back under control, remembering that she had gained Avalanche's powers.

"Do you think they're okay?" asked Kitty.

"They're probably fine," said Rogue. "If whoever is behind this wanted to kill anyone, he could have done it instead of this "game"." That statement confused her though – why did they go through all this trouble and what were they gaining from this?

"Rogue!"

"Don't tell me; another door?"

"No, it's Rika!"

Rogue looked down the hallway to see Rika walking numbly, being partially supported by Scarlet Witch – evidence that they had gone through experiences worse than the two had.

"Rika!"

She perked up at her named and looked at the two of them, making sure they were actually there. Satisfied, she straightened up scanned the area around them.

"I thought we might be the only ones left," she said.

"No, we've been looking everywhere for this "key" so we can get out of here," said Rogue.

"I forgot about that," said Scarlet Witch, "We were busy fighting."

"We should look for the others," said Kitty.

"No." said Rika. "We need to end this game."

"We can't find it if we don't even know where to look," said Rogue.

"There's one thing that we have to help," said Rika, starting to walk down the hallway.

"What's that?"

"We have an ally," said Rika, holding up her cellphone. "I just need to find my room."

"Why your room?" said Kitty as they followed behind.

"Access," she said, "I need to get into the Institute's systems. Find something different and we have our villain's entry point. We can also get into Cerebro without their key."

"How do you know they won't stop us?" said Scarlet Witch.

"If he keeps his word, he's not paying attention to what we do, or at least not going to stop us," said Rika, opening her door. "Besides, we're supposed to use our abilities."

"How do our powers help right now?" asked Rogue as she booted up the computer. "We've only got two really offensive powers right now."

"Not our powers," said Rika, as the home screen popped up. She pulled out her phone and the screen flashed before a pattern emerged on the screen. The pattern resolved into a small teddy bear, with data scrolling across its stomach.

"Really, you had to do that now?" Rika said to the computer, before it answered back.

"It's not my fault your computer has such bad resolution," said a much softer voice, sounding tinny through the speakers. "I'm accessing the cameras right now."

"Who is that?" asked Scarlet Witch.

"That's a complicated question," said Rika. "She's…a friend."

"This is weird," said the voice.

"What?"

"There's no camera footage at all," replied the voice.

"Then they were shut down."

"No," said the voice. "If they were shut down I could power them up. I can't access them or anything else aside from your files."

"If we get down to Cerebro can you unlock the door at least?" asked Rika.

"I can try," said the voice.

"Then we need to get down there," said Rogue.

"We can't take the regular routes," said Rika.

"Why can't she do it?" asked Scarlet Witch, pointing to Kitty.

"Can you do it Kitty?" asked Rogue.

"Four at one time is going to be tough," she said, "But if it ends this I'll give it a shot."

"Come on back," Rika said to the computer. The bear disappeared and she replaced her phone in her pocket. "You can do it Kitty. Get us down there and we'll take care of the rest."

Kitty took a deep breath and held out her hands. Rogue grabbed on and held tightly as she felt the ground seem to lose solidness beneath her. She passed through it and into the library below, catching sight of pieces of ice and books everywhere. Hopefully the others were okay.

They hit the floor and sank again, this time seeing several feet of dirt before dropping into a dark hallway. The floor solidified and Kitty dropped to her knees.

"This is…it," gasped Kitty.

"Cerebro is down that way," said Rika, before the lights snapped out.

A small light appeared and Rika's voice came from the darkness.

"Sorry, the phone is the best I can do," she said.

"Just get me to the door," said the voice.

Rogue heard movement in the darkness and put a hand on Kitty's arm, helping her up.

"Those things are gonna be coming soon," she said.

"I'll take the front," said Rika, handing her the phone, "Just make sure you end this."

Rogue her someone shift behind her and the group began to move forward, listening to hear movement in the darkness.

"Got you," said Rika, and they heard a yell in the dark as her attack hit.

A spark behind them and two more yells as Scarlet Witch covered their back.

"So now that I can see," said the voice through the phone, "What powers do we have to work with?"

"You can see?" asked Kitty.

"The phone camera," she said, "I know we have you three, but what's the last power?"

"You know our powers?"

"I gathered as much information I could after that incident in the warehouse," she said. "I never got a chance to apologize for that…"

"Warehouse…Rika?!"

"Yeah," said the girl from ahead of them, blasting another creature, "When I was in the infirmary she contacted me. She just kind of hung around after that – goes by Ruki so we don't get confused."

"Ruki?"

"What's your real name?" asked Ruki.

"What?" asked Rogue.

"Not you," she said. "I meant the other girl."

"…Wanda," said Scarlet Witch.

"That's a nice name," said Ruki as she began to mutter: "Wanda, I remember a Wanda. Mutant files. Abilities…that's interesting."

"What?" asked Rogue.

"Just a theory I have right now," said the girl. "I'll tell you if it pans out."

"This is wrong," said Rika ahead of them.

"What?"

"Hand me the phone," she said.

In the light Rogue saw not metal, but wood – another door.

"This is where Cerebro should be," she said.

"Did we make a wrong turn?" asked Kitty.

"We didn't," said Rika.

"Interesting," said Ruki.

"What do we do?" asked Wanda behind them.

"We have to go through," said Rogue. "It's how this is all working."

"Let's do it then," said Rika, opening the door with a creak.

The four stepped through and the door closed behind them. Light slowly appeared as they heard more doors open around them…

Vvvv

"_Eight contestants remain in the challenge,_" said the voice as the group looked at each other.

"…Excuse me," said Pietro, looking around the circular stone room. "There are only six people here."

"_The other two will arrive shortly,_" said the voice. "_They chose an alternate route_."

Beneath them the ground began to rumble and the group shifted to the edges as a large metal claw burst through the floor. It retracted and a black form leapt through, followed by Ryu.

"Laura!" said Rika. "_I thought she had disappeared after the dance._"

"Okay you sicko," said the girl. "We made it; now how do we get out?!"

"_Not yet, the battle isn't over,_" said the voice.

"What battle?" she yelled back. "We haven't done anything but run through our pasts."

"_Not true,_" said the voice. "_You have proven that you were the strongest. Now the challenge really begins._"

"What challenge?" asked Toad. "I've nearly been killed three times today."

"_Simple,_" said the voice. "_That was just the elimination round. Now your mission is simple – come and get me. Find the right door and find me; find the wrong door and a surprise may be waiting._"

Rika looked at the doors around them, now reduced to five. None of this was making any sense. Five doors, eight people. Good enough odds, but splitting up was a bad idea at this point.

"_I almost forgot a reward for making it this far_," said the voice. "_You may have wondered who is doing all this. My name is Impulse and I look forward to meeting the victor_."

"Which door do you want?" asked Toad, looking them over.

"We need to think about this," said Rika. "If that last area was just a trial, then this could get really dangerous."

"You can come with us if you want," said Laura. "We figured out his game, and how to beat it."

"How do you beat it?" asked Rogue.

"Those are memories he shows us," she said. "The first one through the door has their memories replayed."

"So how does that help?" asked Kitty.

"He goes first," she said, pointing to Ryu.

"What?"

"The amnesia," said Rogue.

"Exactly," said Laura. "My little payback for kidnapping me and starting this whole game."

"I don't think that's going to keep working," said Rika. "He's bound to have changed things this time."

"You guys can wait if you want," she said. "But I'm getting the both of us out of here." With that the girl turned and followed Ryu through one of the doors.

"Hey wait!" said Toad, but the door shut and faded into the wall.

"What was that?" asked Kitty.

"Apparently this is going to get tougher and tougher," said Rika. "Once we pick a door, we're stuck."

"I'm for letting bygones be bygones till we're out of here," said Pietro, getting a glare from his sister.

"Then let's just pick a door and go," said Wanda, stepping toward the nearest one.

"Wait," said Rika. "They're memories remember. Whoever has had the least terrible part should probably open it." They looked around – not a very good selection.

"I'm on it," said Kitty, stepping up and opening the door.

"Let's do this," said Rogue.

Vvvv

They stepped through the door to find themselves not in another memory, but in a large cavern with rock bridges leading off into the distance.

"What is this now?" asked Rika, looking and the maze in front of them. This wasn't the Institute; where were they?

"Pietro, scout ahead and see if you can see anything," said Wanda.

"Be back in a flash," he said, speeding off.

The group began to make their way down one of the bridges. Looking over the edge, Rika could see multiple stories of stone platforms, with darkness below. She made a mental note not to fall off.

They walked in silence for several minutes before Toad finally spoke up.

"Shouldn't Pietro be back by now?" he asked. "I mean especially him."

They instinctually move closer together and began to scan the area around them. From their left they heard the sound of crashing rock and Toad caught sight of someone.

"There's the other two!"

Rika looked over and saw Laura and Ryu running on a lower platform, being followed by several of the humanoid creatures.

"Up here!" shouted Kitty, and the two turned, aiming for them.

Rika fired into the crowd chasing them, knocking a few back, but more just took their place. The group raced to meet the two mutants and soon they were running neck and neck. As they ran Rika began to notice something weird happening. The area around them began to shift as if her vision was failing and a wave passed through them.

"_Rogue_."

"Is that the Professor?" asked Kitty.

"Look," said Toad, pointing behind them. The creatures had stopped, shifting like the area around them.

"_Rogue…_" came the voice again, "_Best chance… must make it… …to the end…_"

"Professor!" said Rogue, but the voice had stopped. The area around them seemed to shift back to normal.

"Professor!" called Kitty.

"They're moving again," said Laura.

"Professor!"

"We need to go!" said Wanda, firing a blue bolt at the creatures. The group continued to run, not having any idea where they were going.

The ground beneath them began to shake. Large chunks of the path began to collapse, and a wrongly placed step sent Kitty falling toward the darkness below. Rika went to jump after her, but the girl simply vanished; the creatures forcing them to keep going.

"How do we stop them?!" yelled Rogue.

"We prioritize!" said Laura, sliding to a stop.

"What are you doing?"

"You're the priority now," said Laura, "If you can fix all this then I'll buy you some time."

"But…"

Ryu raced back to the girl, changing as he ran. They tried to follow, but Ryu smashed an arm into the ground, collapsing the bridge and leaving a gap between the two groups.

"Get out of here safely!" yelled Laura as Ryu's chest armor began to glow. "End this!"

She turned around just as her partner's arm hit her, launching the girl across the gap before she could get her bearings. Rika helped her to her feet as a blast detonated into the crowd of creatures. Ryu raced into them, but soon he was swamped by sheer numbers and vanished beneath the crowd.

"That…that…idiot!" yelled Laura, moving past them. "Ryu! …Flare! Flare!" She couldn't clear the gap, so she turned to Rika.

"Get me back over there!"

"No," said Rika.

"I have to get him!" she said.

"No!" said Rika. "He was buying us a chance and we need to take it." It was cold but it was true. Ryu had probably already disappeared like Kitty had.

"I see light," said Rogue, pointing to a spot about two thousand feet away.

"We're almost through this," said Rika. "Our best chance to save them is to make it to the end."

"We keep going," said Wanda, moving toward the distant light.

The rest of the walk was almost "uneventful" – with no way to cross the gap, they hadn't seen a creature since Ryu disappeared. They still walked toward the exit in dead silence though.

It was a simple setup when they reached it, light coming from a window next to another one of the doors. However, this door had a word carved above it: "Choose".

"Only one of us can go through that door," said Laura. As if in response, the cave began to rumble and black forms began to push themselves through the gaps in the walls that emerged.

"Get ready," said Rika. This was bad. How were they going to get through?

…Rogue.

The Professor had said she had to make it through. But would the others agree?

The creatures charged and Rika lost sight of things in the chaos. She was able to catch glimpses of the others fighting. She saw Toad go down and then Rogue fly hard into the wall, before the fight overtook her attention.

She had to get over her, had to get to her before the creatures…

Vvvv

Rogue felt dizzy, her head was pounding and she felt like her body was on fire. This was the type of battle where she wasn't much use. How was she supposed to fight in this?

She felt a hand touch her face and felt an ability flow into her. Her body began to recover as a voice whispered into her ear.

"Tell no one what you see," whispered Laura. "…Please…"

Before her body could finish healing the girl was back in the fray and the creatures surrounded her again.

A blast of pink knocked them down and Rika grabbed her hand, teleporting them to the door.

"You have to go through!" she said.

"What?"

"You heard the Professor," she said. "Take this in case you need it." Rika pushed up on her sleeve and touched the bare skin with her hand. In the confusion she heard the door open behind her and felt herself pushed through. She could still hear the sounds of fighting as the door shut.

Vvvv

The grounds around the Xavier Institute had turned into a massive game of cat-and-mouse, with Petra counting three on their side from the last update and probably around 30 of the enemy soldiers still in the fight. They had to clean this up before Trask sent in the big guns.

All they knew about his SENTINEL project was that it was some kind of mobile weapon and this was the final testing ground. The soldiers were there to take out the security system and make an opening.

"We've got a convoy approaching along the road," came their handler's voice through her headset.

"Not that original," Petra said to herself. "I'm on it Mother." She sent out a rumble in front of her, shifting the ground and knocking two soldiers out of the way. Get to the road, slow them down; that was her mission now.

She made it to the wall and gave herself a slight boost to reach the top. Where were they?

There!

Three semis were coming down the road toward the mansion, about a half-mile away from her guess. Three trucks, three heavy loads. She could do it, but it would probably cost a lot of money.

"Mother?"

"Yes," came the voice from her radio.

"I see the trucks," she said. "I can stop them, but it might tear up a lot of roadwork."

"Do it."

"That was fast."

"Someone important is watching your team's progress," said Mother. "You have permission."

"Here we go," said Petra, rubbing her hands. The closest truck approached and she brought her hand down fast. The trailer dropped into a hole that appeared and the trucks behind it screeched to a halt.

She sent a column of dirt flying to topple the next truck, before she heard a whirring behind her. A blast flew from the trailer of the third truck and she felt something grab her from behind and pull her out of the way. She looked up to see an armored form that quickly leapt back onto the wall and began to scan the area through its eye-piece.

Another mutant? It was weird though. She would take the help.

The top began to tear from the third trailer and she prepared for a battle with her new ally. Whatever was inside was big.

Vvvv

Rogue opened her eyes and gasped in air. She looked around and found herself inside a massive chamber that looked like… Cerebro. All around her were the other X-men and Brotherhood members lying unconscious on the rounded floor.

"Rika?" she said, shaking the girl. "Kitty?"

She felt her body lift from the others and she soon found herself on the platform, staring down a masked figure and the unconscious form of Professor Xavier.

"You've made it to the end," said the figure. "…Allow me to introduce myself. My name is Impulse."

Vvvv

End of Chapter…

Rogue has reached the end of the game; what will she encounter? And will it matter with a battle raging outside the mansion? Find out on the final chapter of _X-Tamers: Upgrade_.


	9. The Past

H

Author's Notes: Thanks for the patience guys. Here's the final chapter of _Upgrade_.

*Cue the cool theme music…

Vvvv

_Upgrade: The Past_

Vvvv

_"What's wrong with her Professor?" asked the boy as a girl was wheeled into the Institute._

_"She has very strong powers James," said the man. "She needs to learn to control them."_

_"Do you need my help?" asked the boy expectantly. The girl was his age and it would be nice to have a friend in the Institute who was younger than 15; after all, he was only 12._

_"I'm afraid not this time," said the Professor. "Her powers are too risky."_

_"You let me help with Wanda," said the boy. Her powers kept her locked away constantly, the closest he had come to someone his own age since he had been taken out of public school. The other kids would bully him for his strange hair, his intelligence, his lack of parents; his powers would find a way to rise to the surface. They ruined everything, except when he helped the Professor._

_"But I've had years working with her," said the Professor. "As unstable as her powers seem, you haven't faced anything like this. Now isn't the right time with Ms. Grey."_

_He doubted him again. He may have had the body of a twelve year old, but his mind was sharp; he had learn from every power he had absorbed. James made up his mind to finally show the Professor that he wasn't just a child. He needed to take him seriously._

_How bad could it be?_

Vvvv

"My name is Impulse."

This didn't make any sense. The shifting rooms, the doors, the cavern she had just been in…and now they were all in Cerebro; what was going on?

"What was all that?" asked Rogue, wanting to check on the others, but not willing to take her eyes off the mutant.

"I hope you didn't mind the trips down memory lane," said Impulse. "I wanted to test you all, so I "borrowed" some locations."

"It was an illusion? Why?"

"That is a story," he said. "But first let's wake up one of the main players." He disconnected a tube from the Professor's arm and the man's eyes began to open.

"The question is: what is your power?" said Impulse as the Professor continued to wake up. "I stopped myself from watching, but you lasted until the end. My curiosity is peaked."

"What did you do to the Professor?"

"I learned something about anesthetics," he said. "Or should I say, my other half learned a lot. I had a lot of time to figure it out over the past five years."

"It was his own choice," said the Professor from next to him.

"Finally awake?" said Impulse. "Good. She asked what just happened. I was just about to tell the story."

"You see, there was once a young child who was adopted by a nice family. But strange things began to happen. Everyone he touched began to have something happen to them and he didn't know why. Then one day, a man showed up.

"He said that he ran a school for people like the boy. That he could help – and he trained him, trained him and… used him." The mask turned to the Professor.

"You know I objected to you coming along at first," said the Professor. "James, you…"

"He's not mad," said Impulse, interrupting him. "And I'm not either. After all, I wouldn't be here without that day."

"He became the Professor's little assistant," continued Impulse. "A little girl in an asylum, unable to control her powers – one touch from the boy and her powers weren't a problem. Other unstable mutants, each touch brought them under control until they could be helped."

"_Touch?_" thought Rogue. Did he mean?

"And then one day," said Impulse. "A new girl came to the Institute, and the boy wasn't allowed anywhere near her. Her powers were off the charts and so unstable that many people couldn't get close to her – a little, red-headed girl the boy's age who was kept all alone.

"He went to see her, to help. One touch created a chance for her abilities to come under control, and created something new. A little spark of hunger that kept wanting more; each time they would meet it would grow a little bit stronger. One day her powers went out of control and he tried to help, but he held on a little too long. Then the black hole opened. A desire to get new powers like the one it had gained that night – a power that is still strong after five years. Me."

Rogue watched him turn to the Professor, who had his eyes closed.

"What are you telling her?" asked Impulse. The Professor wasn't saying anything to her, what was he doing?

"It's no matter," said Impulse. "I've gotten a sampling of each power as they lost in the game. I look forward to facing the winner."

"There no other way to end this; is there?" asked Rogue, planting her foot. Avalanche was little use here with the others. Rika had the best chance. Take him down and get the others out.

"I'm afraid not," said Impulse, his eyes shining red. Rogue dove to the side as a blast of red light smashed into the wall behind her, cutting through it.

She caught herself on the side of the platform and flipped back up, firing a blast of pink at her opponent. He ducked down and shot forward, blurring with Quicksilver's speed. Rogue felt him smash into her and she flew into the wall behind her, quick reactions and her new healing ability allowing her to recover quickly.

"_Rogue,_" came the Professor's voice.

"_I'm here,_" she replied back.

"_You need to break the mask,_" he said, as she dodged another laser blast.

"_How will that help?_" asked Rogue.

"_The mask is a psychological tool,_" said the Professor. "_It won't release Impulse's control, but it will let him see you clearly. That may be enough._"

"_Enough for what?_" asked Rogue. "_Why is it so important that I face him?_"

"_I can't tell you that now,_" said the Professor. "_But you have to trust me. Together we can end this._"

Rogue dodged again and set her new target. Appear behind him, grab the mask, and try from there. She teleported, reaching for the mask, before she felt an invisible hand grab her – she flew over his shoulder and slid along the walkway, stopping herself again the door. That was gonna make things difficult.

Vvvv

Petra rolled backward to avoid a downward strike from the Sentinel. Her ally, who referred to herself as "Sealsdramon," ran up the arm, attacking it at the joint; the robot fired the booster at its shoulder, causing her to leap away from the flames.

Where was the Institute security – they couldn't have taken it all out already. She hoped the X-men weren't in the Institute, the last scan of the mansion had the building completely empty, but she could sure use the help. It was adapting to everything they threw at it: shake the ground and it stabilized, attack and it would counter, dodge and it would learn.

Her ally was faster than she had ever seen, dodging and counter-attacking with far more success than she was having. Petra decided to back off, she was only useful as a distraction, but she could help them more if she could activate the security system. As she turned, something hit the ground next to her and sent up a puff of dirt and she saw more mercenaries emerge from the woods.

"We could really use some back-up!" she yelled into her radio. Like it or not, she was still only 16 and these odds were not in their favor.

"We're scrambling agents now," said her handler. "You need to last twenty minutes."

_Twenty minutes?_ She managed to knock two of the mercenaries down, but the others managed to keep themselves up and firing. She had to think fast…not a good idea in most instances.

"_I'm sorry,_" she thought, raising a hand to the mansion. If the outside security systems were down, that left the inside systems.

She saw Sealsdramon go down, half-coved in some kind of amber glass. She sent a column of dirt into the mansion, blasting away a corner; finally metal shields came down over the windows and she heard the system activate.

"Try that on for size," she said, running to the relative safety of the trees and beginning her search for her ally.

Vvvv

The Institute's alarm system began to blare, drawing Rogue's attention for a split second. She felt the impact of Impulse's attack and flew backward into the wall, her head spinning.

"That was sad," said Impulse. She heard his footsteps approaching and saw a bare hand approach her. She felt skin touch her own and then…

It was like nothing she had felt before. She felt his powers and memories flowing into her, while her own seemed to be flowing away. The rate of information was incredible and her head began to spin even worse. She heard Impulse yell and the Professor shouting above the noise:

"Do it Rogue, attack now!" She sent a blast of energy and launched Impulse flying across the room. He hit the wall and rolled down to the bottom as the room began to shake.

"The others!" said the Professor and Rogue tried to right herself; using the same powers that had lifted her to the platform, she floated gently down to the other mutants at the floor.

It was quiet away from the alarm, before she heard moans around the room as they began to wake up. How were they going to get out of here before Impulse managed to fight again; more importantly, what was causing the alarm to go off?

"Someone is attacking the Institute!" the Professor yelled down. "There's a hatch in the far left panel that will lead to the tunnels. Everyone who can make it to the surface to help should. The rest of you report to medical room and I'll meet you there."

Rogue checked on the others before making her way to the collapsed Impulse. He was still unconscious, the impact enough to knock him out cold, and she stepped closer. He had absorbed her power; that was her ability. Why could he do the same?

She reached for the mask, pulling it off and revealing a young man only a year or two older than herself. Brown hair puffed out, a small part of his bangs an identical white, and skin pale from lack of sunlight. Who was he?

There wasn't time for that now.

A hand on his forehead to ensure that he remained unconscious, but that same strange feeling began to happen. She watched as his eyes fluttered open, locking with her own, before they closed again. She heard someone step up behind her and felt a hand on her shoulder.

"You should head with the others to medical," said Jean, looking at the unconscious teen. "Scott's leading a team to see who's attacking us."

"I'll go with them," said Rogue. "I've still got some strength left."

"He wasn't a bad person," said Jean, levitating Impulse. "He was at the Institute when I first arrived, then he just vanished. Bad things happen to people when they isolate themselves." She stumbled a little, before righting herself. "Sorry, I still feel a little strange."

"He should stay under," said Rogue, heading to the exit hatch with the still-standing X-men. "Make sure the others get taken care of."

Vvvv

Laura made her way out of a collapsed corner of the Institute. If someone was attacking this place directly, it most likely wasn't HYDRA – they preferred stealth – but she still didn't want the risk of them catching a glimpse of her fighting there. It was bad enough she got captured for whatever had just happened. The leader of the defensive group was contacting the others who hadn't been at the fight, they were in the field training the younger students, and telling them to keep away.

She ran to the woods, catching a glimpse of a large robot fighting in the yard. This was bad. She hadn't seen technology like that, meaning that someone new was in the game. From the size of the current battle, it wouldn't be long before people came to see what was going on. That would lead to several events she didn't want to see.

Publicity meant investigation. Investigation meant that they might get a glimpse of Ryu… and that could mean…

She turned around.

As she turned she heard crashing behind her and heard another explosion. A second one? She raced toward the sound, stopping to avoid being hit by a flying girl. The young woman caught herself, sliding backwards, before she raced back into the forest; Laura followed her to find a slightly thinner robot, this one featuring shifting patches of camouflage on its body.

She extended her claws, running to get behind her opponent. It was already damaged on one arm – that was where to attack. Hopefully it wasn't aware of that.

Vvvv

Rogue was still grateful for the healing factor as she fought against the strange robot. This whole scene was chaotic - six X-men, two Brotherhood members, and the two who had been fighting this thing; and they were still losing. It was adapting to everything they did, firing back with non-lethal, but still dangerous, force.

A shot came from a cannon on its shoulder and Rika went down, surrounded in a clear, amber-colored substance that was already coating the arm of their reptilian ally. Blob took advantage to ram the robot from behind, causing it to lose its balance, before one leg sank underneath the ground. Another wave from the black-suited girl and the other disappeared as well. Cyclops blasted it from the front, while Pietro shot onto its back, trying to find an access point.

The robot's eyes flashed and it twisted quickly, throwing him, before opening a missile launcher on its shoulder. It fired quickly and they hit the ground, before realizing what was behind them.

They turned, but it was too late as the missile impacted with the Institute. It shuddered and began to collapse, smoke pouring from it.

"Kurt, make sure they're okay!"

He teleported, but a yell from Blob caught their attention. The robot was still fighting; Blob now surrounded by the same substance as Rika.

"We need to shut it down," said Scott. "Spike, Pietro, take its eyes; Kazu, see if you can disable it; the rest of us will be on decoy until we can attack." The other two nodded, the armored one disappearing as it moved to top speed.

Pietro ran circles around the robot before launching himself toward its head. He deflected and the robot tracked him; while Spike launched a barrage of shards at the same time. One of the shards hit its right eye, disabling it in a shower of sparks.

"Now!" yelled Scott. They unloaded on the robot, hitting it from the front until its armor began to fall apart. It fired back at them, sweeping the area with missiles, lasers, everything, until it finally fell forward, slumping to the ground.

"I got it," said Kazu, standing over an open hatch.

"There's no time to waste," said Scott. "We have to get to the others."

"They're okay," said Kurt, teleporting back. "But there's rubble blocking them from reaching the surface."

"I've got it," said the girl who had been fighting with them, running toward the Institute.

In the distance, Rogue could hear sirens.

"Make it fast!" said Scott.

Vvvv

Laura dodged, allowing her teammate to make a hit on the robot's back. The girl was respectable, able to handle battling this robot better than a few of the others she had seen at the Institute. Another hit from the creature who was with her – "Makuramon" it called itself - and the robot lost an arm – they had a chance at winning.

The robot passed a laser over her, and she saw its other arm open, cycling through a series of darts. One launched quickly, embedding itself into her arm, before the robot smacked down the other girl. It aimed for her, but Laura dodged, hitting the ground before her head began to swim.

Poison.

She kept moving, but her legs buckled and the robot focused on her. She saw it open a panel on its shoulder, before _something_ hit it. She saw a brown shape fly into the robot, hitting it in the chest and knocking it flat.

She heard a small explosion screeching metal as something cut the robot, and then the forest was silent. The fight was over.

Vvvv

"Hurry!" yelled the Professor. "I'll take the unconscious students on the helicopter, the rest of you need to find somewhere safe and stay there."

"What about the others," said Scott.

"Logan and Storm will keep them safe," said the Professor. "For now we need to stay divided."

"This is it," said Scott as they began to split apart. "Keep low and keep safe."

"_We'll come together when it's safe,_" said the Professor, and image placing itself in Rogue's mind.

Police began to drive through the gate…

The X-men split and ran, going from heroes to fugitives.

Vvvv

End of chapter…

With more questions than answers, the X-men must now flee. Join us in the next series when its released.

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